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June 17,
2021
VIA E-MAIL
Steven L. Brown
Chief Executive Officer
Trinity Capital Inc.
3075 West Ray Road
Suite 525
Chandler, Arizona 85226
Re: Trinity Capital Inc. N-2 (File No. 333-256227)
Dear Mr. Brown,
On May 18, 2021, you filed a registration statement on Form N-2 on
behalf of Trinity
Capital Inc. (the Company ). The Company is a closed-end management
investment
company registered under the Investment Company Act of 1940 ( 1940 Act ).
Our comments are set forth below. Where a comment is made with regard
to the
disclosure in one location, it is applicable to all similar disclosure
appearing elsewhere in
the registration statement.
About This Prospectus (ii)
1. Explain why the second, third, and fourth sentences in the paragraph
beginning In
addition, this prospectus are appropriate, given your overall
responsibility for the
disclosure you choose to include in your filings.
Prospectus Summary (page 1)
2. We refer you to comment response number one from your January 21, 2021
letter and ask
that you reconfirm that response generally and summarize the terms and
conclusions of
any valuation letter relied on with respect to conversion feature
predominance in the
current offering.
Mr. Steven L. Brown
June 17, 2021
Page 2 of 4
3. We note your disclosure that the Convertible Notes convert at a rate of
66.6667 shares of
common stock per $1,000 in principal, which is the equivalent of
approximately $15 per
share. Please clarify any premium or discount to par the Convertible
Notes were sold at
and disclose the net asset value and market price per share as of the
most proximate date
preceding the Convertible Notes sale.
Fees and Expenses (page 18)
4. The final sentence in footnote 5 to the fees and expenses table discloses
that the
Company may issue additional debt securities or preferred stock.
Please confirm
supplementally whether the Company currently intends to issue debt
securities or
preferred stock within the next twelve months.
5. The total annual expenses presented in the fee table is 10.79%. However,
per the
financial highlights presented within the 3/31/2021 10-Q, the ratio of
total expenses to
average net assets is 13.6%. Please explain. Per the financial highlights
presented within
the 3/31/2021 10-Q, the ratio of interest and credit facility expenses to
average net assets
is presented as 6.2% versus the 4.76% presented in the fee table.
Further, the review of
the prospectus indicates that the amount of indebtedness outstanding has
increased to
$235 million as of May 17, 2021 versus $220 million as of March 31, 2021.
Please
explain.
Price Range of Common stock and Distributions (page 21)
6. On page 21, please provide the asterisked information for the Second
Quarter in the table.
Risk Factors (page 26)
7. Please use clearer, more direct language to disclose the risk of possible
dilution upon
conversion of the Convertible Notes under the subsections The
conversion rate of the
Convertible Notes may not be adjusted for all dilutive events. Please
similarly revise the
subsection Future sales of our common stock in the public market or
the issuance of
securities senior to our common stock could adversely affect the trading
price of our
common stock and the value of the Convertible Notes and our ability to
raise funds in
new stock offerings.
8. Please consider adding language addressing the fact that the Company s
charter
authorizes it to issue a certain number of common stock and a majority of
the Board may
amend the charter to increase the number of shares the Company may issue
without
stockholder approval, if true. Please describe the dilutive effect this
could have on the
Convertible Notes.
Mr. Steven L. Brown
June 17, 2021
Page 3 of 4
Control Share Acquisitions (page 104)
9. Please affirmatively state whether the Company has opted-in to the
Maryland Control
Share Acquisition Act and include related risk disclosure as appropriate.
Incorporation of Certain Information by Reference (page 120)
10. In this section and in Part C, please revise to comply with FAST Act
requirements,
including adding a hyperlink to documents incorporated by reference. See
FAST Act
Modernization and Simplification of Regulation S-K Release No. 33-10618
(March 20,
2019).
PART C
11. Please confirm supplementally that the Company will include as an
exhibit to a post-
effective amendment filed pursuant to Rule 462(d) under the 1933 Act the
final
version of any agreement filed as a form of exhibit to the
registration statement.
Mr. Steven L. Brown
June 17, 2021
Page 4 of 4
* * *
Responses to this letter should be made in a letter to me filed on
Edgar and in the form
of a pre-effective amendment filed pursuant to Rule 472 under the Securities
Act. Where no
change will be made in the filing in response to a comment, please indicate
this fact in the
letter to us and briefly state the basis for your position.
You should review and comply with all applicable requirements of the
federal securities
laws in connection with the preparation and distribution of preliminary
prospectuses.
Although we have completed our initial review of the registration
statement, the filing
will be reviewed further after we receive your response. Therefore, we reserve
the right to
comment further on the registration statement and any amendments. After we have
resolved all
issues, the Company and its underwriter must request acceleration of the
effective date of the
registration statement.
In closing, we remind you that the Company and its management are
responsible
for the accuracy and adequacy of their disclosures in the registration
statement,
notwithstanding any review, comments, action, or absence of action by the
staff.
Should you have any questions prior to filing a pre-effective
amendment, please feel
free to contact me at 202-551-7565 or stojice@sec.gov or Lauren Hamilton, Staff
Accountant,
at (212) 336-7274 or hamiltonlau@sec.gov.
Sincerely,
/s/ Elena
Stojic
Senior
Counsel
cc: Christian Sandoe, SEC
Jay Williamson, SEC
Cynthia M. Krus, Eversheds Sutherland LLP
Stephani M. Hildebrandt, Eversheds Sutherland LLP