UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2024
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[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ______________
Commission file number 814-01253
Venture Lending & Leasing IX, Inc.
(Exact Name of Registrant as specified in its charter)
| | | | | |
Maryland | 82-2040715 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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104 La Mesa Drive, Suite 102, Portola Valley, CA | 94028 |
(Address of principal executive offices) | (Zip Code) |
(650) 234-4300
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [x] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [x] | Smaller reporting company [ ] | |
Emerging growth company [ ] | | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
| | | | | | | | |
Class | | Outstanding as of November 13, 2024 |
Common Stock, $0.001 par value | | 100,000 |
VENTURE LENDING & LEASING IX, INC.
INDEX
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PART I — FINANCIAL INFORMATION |
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Item 1. | Financial Statements |
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| Condensed Statements of Assets and Liabilities (Unaudited) |
| As of September 30, 2024 and December 31, 2023 |
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| Condensed Statements of Operations (Unaudited) |
| For the three and nine months ended September 30, 2024 and 2023 |
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| Condensed Statements of Changes in Net Assets (Unaudited) |
| For the three and nine months ended September 30, 2024 and 2023 |
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| Condensed Statements of Cash Flows (Unaudited) |
| For the nine months ended September 30, 2024 and 2023 |
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| Condensed Schedules of Investments (Unaudited) |
| As of September 30, 2024 and December 31, 2023 |
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| Notes to Condensed Financial Statements (Unaudited) |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. | Controls and Procedures |
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PART II — OTHER INFORMATION |
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Item 1. | Legal Proceedings |
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Item 1A. | Risk Factors |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. | Defaults Upon Senior Securities |
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Item 4. | Mine Safety Disclosures |
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Item 5. | Other Information |
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Item 6. | Exhibits |
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SIGNATURES |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
VENTURE LENDING & LEASING IX, INC.
CONDENSED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
AS OF SEPTEMBER 30, 2024 AND DECEMBER 31, 2023
| | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 |
ASSETS | | | |
Loans, at estimated fair value | | | |
(cost of $231,635,951 and $350,627,997, respectively) | $ | 174,506,078 | | | $ | 302,804,781 | |
Derivative assets | 996,110 | | | 3,049,177 | |
Cash and cash equivalents | 12,980,293 | | | 21,517,408 | |
Dividend and interest receivables | 1,821,588 | | | 3,869,697 | |
Other assets | 1,545,488 | | | 2,233,766 | |
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Total assets | 191,849,557 | | | 333,474,829 | |
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LIABILITIES | | | |
Borrowings under debt facility | 58,000,000 | | | 142,500,000 | |
Accrued management fees | 690,000 | | | 1,035,000 | |
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| | | |
Accounts payable and other accrued liabilities | 480,510 | | | 1,249,996 | |
Total liabilities | 59,170,510 | | | 144,784,996 | |
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NET ASSETS | $ | 132,679,047 | | | $ | 188,689,833 | |
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Analysis of Net Assets: | | | |
| | | |
Capital paid in on shares of capital stock | $ | 407,125,000 | | | $ | 407,125,000 | |
Cumulative return of capital distributions | (221,298,068) | | | (172,512,838) | |
Total distributable losses | (53,147,885) | | | (45,922,329) | |
Net assets (equivalent to $1,326.79 and $1,886.90 per share based on 100,000 shares of capital stock outstanding - See Note 5 and Note 11) | $ | 132,679,047 | | | $ | 188,689,833 | |
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See notes to condensed financial statements (unaudited).
VENTURE LENDING & LEASING IX, INC.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
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| For the Three Months Ended September 30, 2024 | | For the Three Months Ended September 30, 2023 | | For the Nine Months Ended September 30, 2024 | | For the Nine Months Ended September 30, 2023 |
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INVESTMENT INCOME: | | | | | | | |
Interest on loans | $ | 6,070,788 | | | $ | 15,211,971 | | | $ | 26,588,056 | | | $ | 54,269,708 | |
Other income | 128,091 | | | 302,652 | | | 701,867 | | | 1,828,538 | |
Total investment income | 6,198,879 | | | 15,514,623 | | | 27,289,923 | | | 56,098,246 | |
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EXPENSES: | | | | | | | |
Management fees | 690,000 | | | 1,035,000 | | | 2,760,000 | | | 3,910,000 | |
Interest expense | 1,562,311 | | 4,180,091 | | | 6,477,729 | | | 13,429,987 | |
Banking and professional fees | 80,023 | | | 38,558 | | | 401,223 | | | 239,214 | |
Other operating expenses | 75,798 | | | 55,084 | | | 303,374 | | | 150,080 | |
Total expenses | 2,408,132 | | | 5,308,733 | | | 9,942,326 | | | 17,729,281 | |
Net investment income | 3,790,747 | | | 10,205,890 | | | 17,347,597 | | | 38,368,965 | |
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Net realized loss from loans | — | | | (438,580) | | | (4,482,099) | | | (437,324) | |
Net realized gain from derivative instruments | 516,347 | | | 1,444,268 | | | 2,383,856 | | | 7,135,561 | |
Net change in unrealized loss from loans | (2,246,401) | | | (12,428,521) | | | (9,306,656) | | | (14,636,112) | |
Net change in unrealized loss from derivative instruments | (774,938) | | | (1,066,795) | | | (2,053,067) | | | (5,374,984) | |
Net realized and change in unrealized loss from loans and derivative instruments | (2,504,992) | | | (12,489,628) | | | (13,457,966) | | | (13,312,859) | |
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Net increase (decrease) in net assets resulting from operations | $ | 1,285,755 | | | $ | (2,283,738) | | | $ | 3,889,631 | | | $ | 25,056,106 | |
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Amounts per common share: | | | | | | | |
Net increase (decrease) in net assets resulting from operations per share | $ | 12.86 | | | $ | (22.84) | | | $ | 38.90 | | | $ | 250.56 | |
Weighted average shares outstanding | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | |
See notes to condensed financial statements (unaudited).
VENTURE LENDING & LEASING IX, INC.
CONDENSED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
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| Common Stock | | | | | | | | |
| Shares | | Par Value | | Additional Paid-in Capital | | Return of Capital Distributions | | Total Distributable Losses | | Net Assets |
Balance at June 30, 2023 | 100,000 | | | $ | 100 | | | $ | 407,124,900 | | | $ | (133,014,765) | | | $ | (29,234,004) | | | $ | 244,876,231 | |
Net decrease in net assets resulting from operations | — | | | — | | | — | | | — | | | (2,283,738) | | | (2,283,738) | |
Distribution of income to shareholder | — | | | — | | | — | | | — | | | (11,211,578) | | | (11,211,578) | |
Return of capital to shareholder | — | | | — | | | — | | | (39,143,898) | | | — | | | (39,143,898) | |
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Balance at September 30, 2023 | 100,000 | | | $ | 100 | | | $ | 407,124,900 | | | $ | (172,158,663) | | | $ | (42,729,320) | | | $ | 192,237,017 | |
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Balance at June 30, 2024 | 100,000 | | | $ | 100 | | | $ | 407,124,900 | | | $ | (221,298,068) | | | $ | (54,260,715) | | | $ | 131,566,217 | |
Net increase in net assets resulting from operations | — | | | — | | | — | | | — | | | 1,285,755 | | | 1,285,755 | |
Distribution of income to shareholder | — | | | — | | | — | | | — | | | (172,925) | | | (172,925) | |
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Balance at September 30, 2024 | 100,000 | | | $ | 100 | | | $ | 407,124,900 | | | $ | (221,298,068) | | | $ | (53,147,885) | | | $ | 132,679,047 | |
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Balance at December 31, 2022 | 100,000 | | | $ | 100 | | | $ | 407,124,900 | | | $ | (116,194,481) | | | $ | (22,718,224) | | | $ | 268,212,295 | |
Net increase in net assets resulting from operations | — | | | — | | | — | | | — | | | 25,056,106 | | | 25,056,106 | |
Distribution of income to shareholder | — | | | — | | | — | | | — | | | (45,067,202) | | | (45,067,202) | |
Return of capital to shareholder | — | | | — | | | — | | | (55,964,182) | | | — | | | (55,964,182) | |
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Balance at September 30, 2023 | 100,000 | | | $ | 100 | | | $ | 407,124,900 | | | $ | (172,158,663) | | | $ | (42,729,320) | | | $ | 192,237,017 | |
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Balance at December 31, 2023 | 100,000 | | | $ | 100 | | | $ | 407,124,900 | | | $ | (172,512,838) | | | $ | (45,922,329) | | | $ | 188,689,833 | |
Net increase in net assets resulting from operations | — | | | — | | | — | | | — | | | 3,889,631 | | | 3,889,631 | |
Distributions of income to shareholder | — | | | — | | | — | | | — | | | (11,115,187) | | | (11,115,187) | |
Return of capital to shareholder | — | | | — | | | — | | | (48,785,230) | | | — | | | (48,785,230) | |
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Balance at September 30, 2024 | 100,000 | | | $ | 100 | | | $ | 407,124,900 | | | $ | (221,298,068) | | | $ | (53,147,885) | | | $ | 132,679,047 | |
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See notes to condensed financial statements (unaudited).
VENTURE LENDING & LEASING IX INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
| | | | | | | | | | | |
| For the Nine Months Ended September 30, 2024 | | For the Nine Months Ended September 30, 2023 |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
Net increase in net assets resulting from operations | $ | 3,889,631 | | | $ | 25,056,106 | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: | | | |
Net realized loss from loans | 4,482,099 | | | 437,324 | |
Net realized gain from derivative instruments | (2,383,856) | | | (7,135,561) | |
Net change in unrealized loss from loans | 9,306,656 | | | 14,636,112 | |
Net change in unrealized loss from derivative instruments | 2,053,067 | | | 5,374,984 | |
Amortization of deferred costs related to borrowing facility | 421,517 | | | 797,974 | |
Origination of loans | (545,652) | | | (27,562,500) | |
Principal payments on loans, net of accretion | 106,197,183 | | | 152,674,104 | |
Proceeds from sale of loan | — | | | 1,043,138 | |
Acquisition of equity securities | — | | | (750,786) | |
Change in operating assets and liabilities: | | | |
Net decrease in dividend and interest receivables | 2,048,109 | | | 2,034,665 | |
Net decrease in other assets | 266,761 | | | 1,367,210 | |
Net decrease in accounts payable, other accrued liabilities and accrued management fees | (1,114,486) | | | (1,729,687) | |
Net cash provided by operating activities | 124,621,029 | | | 166,243,083 | |
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CASH FLOWS FROM FINANCING ACTIVITIES: | | | |
Cash distributions to shareholder | (51,042,000) | | | (97,992,000) | |
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Borrowings under debt facility | — | | | 6,500,000 | |
Repayments of borrowings under debt facility | (84,500,000) | | | (73,500,000) | |
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Payments received from derivative instruments | 2,383,856 | | | 7,135,561 | |
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Net cash used in financing activities | (133,158,144) | | | (157,856,439) | |
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Net increase (decrease) in cash and cash equivalents | (8,537,115) | | | 8,386,644 | |
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CASH AND CASH EQUIVALENTS: | | | |
Beginning of period | 21,517,408 | | | 7,074,657 | |
End of period | $ | 12,980,293 | | | $ | 15,461,301 | |
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SUPPLEMENTAL DISCLOSURES: | | | |
CASH PAID DURING THE PERIOD: | | | |
Interest - Debt facility | $ | 6,719,012 | | | $ | 12,652,909 | |
NON-CASH OPERATING AND FINANCING ACTIVITIES: | | | |
Distributions of equity securities to shareholder | $ | 8,858,417 | | | $ | 3,039,384 | |
Receipt of equity securities as repayment of loans | $ | 8,858,417 | | | $ | 2,288,598 | |
See notes to condensed financial statements (unaudited).
VENTURE LENDING & LEASING IX, INC.
CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)
AS OF SEPTEMBER 30, 2024
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Industry | Borrower | | Percent of Net Assets (a) | | Collateral | | Interest Rate (b) | | End of Term Payment (c) | | Principal | | Cost | | Fair Value (d) | | Final Maturity Date |
Biotechnology | | | | | | | | | | | | | | | | | |
| Calysta, Inc. | | | | Senior Secured | | 11.8% | | | | $ | 2,105,527 | | | $ | 2,072,176 | | | $ | 2,072,176 | | | 6/1/2025 |
| Genomic Prediction, Inc. | | | | Senior Secured | | 11.0% | | | | 148,171 | | | 146,787 | | | 146,787 | | | 1/1/2025 |
| GLO Pharma, Inc. | | | | Senior Secured | | 10.5% | | | | 222,215 | | | 221,228 | | | 221,228 | | | 12/1/2024 |
| GLO Pharma, Inc. | | | | Senior Secured | | 10.5% | | | | 333,154 | | | 332,260 | | | 332,260 | | | 12/1/2024 |
| GLO Pharma, Inc. Subtotal | | | | | | | | | | 555,369 | | | 553,488 | | | 553,488 | | | |
| Ukko Inc. | | | | Senior Secured | | 11.5% | | | | 2,444,684 | | | 2,370,050 | | | 2,370,050 | | | 5/1/2026 |
Biotechnology Total | | | 3.9% | | | | | | | | $ | 5,253,751 | | | $ | 5,142,501 | | | $ | 5,142,501 | | | |
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Computers & Storage | | | | | | | | | | | | | | | | | |
| Canary Connect, Inc. | | | | Senior Secured | | 13.8% | | | | $ | 9,719,635 | | | $ | 9,719,635 | | | $ | 9,719,635 | | | 3/1/2026 |
| Proto, Inc. | | | | Senior Secured | | 12.8% | | | | 650,711 | | | 650,710 | | | 650,710 | | | 10/1/2025 |
| Proto, Inc. | | | | Senior Secured | | 12.5% | | | | 649,637 | | | 631,020 | | | 631,020 | | | 10/1/2025 |
| Proto, Inc. Subtotal | | | | | | | | | | 1,300,348 | | | 1,281,730 | | | 1,281,730 | | | |
Computers & Storage Total | | | 8.3% | | | | | | | | $ | 11,019,983 | | | $ | 11,001,365 | | | $ | 11,001,365 | | | |
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Enterprise Networking | | | | | | | | | | | | | | | | | |
| Diamanti, Inc. | | | | Senior Secured | | 11.0% | | | | $ | 5,404,212 | | | $ | 3,404,643 | | | $ | 3,404,643 | | | * |
Enterprise Networking Total | | | 2.6% | | | | | | | | $ | 5,404,212 | | | $ | 3,404,643 | | | $ | 3,404,643 | | | |
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Internet | | | | | | | | | | | | | | | | | |
| 10club Pte Ltd. ** ^ | | | | Senior Secured | | 12.0% | | | | $ | 5,350,238 | | | $ | 4,838,562 | | | $ | 3,243,319 | | | * |
| D2C Store, Inc. | | | | Senior Secured | | 10.0% | | | | 1,355,572 | | | 977,688 | | | 977,688 | | | * |
| Good Counsel, Inc. | | | | Senior Secured | | 12.3% | | | | 1,919,630 | | | 1,779,689 | | | 1,779,689 | | | 4/1/2026 |
| iZENEtech, Inc. ** ^ | | | | Senior Secured | | 12.3% | | | | 3,001,339 | | | 2,976,443 | | | 2,096,843 | | | * |
| Miami Labs, Inc. | | | | Senior Secured | | 13.3% | | | | 6,387,929 | | | 6,206,977 | | | 6,206,977 | | | 5/1/2026 |
| OneLocal, Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 895,869 | | | 884,031 | | | 884,031 | | | 1/1/2025 |
| Quantcast Corp. | | | | Senior Secured | | 12.0% | | | | 9,529,103 | | | 9,134,951 | | | 9,134,951 | | | 7/1/2026 |
| Residently USA, LLC ** ^ | | | | Senior Secured | | 12.0% | | | | 405,040 | | | 385,447 | | | 385,447 | | | 4/1/2026 |
| RetailerX, Inc. | | | | Senior Secured | | 11.3% | | | | 5,527,786 | | | 5,450,354 | | | 5,450,354 | | | * |
| Serface Care, Inc. | | | | Senior Secured | | 12.3% | | | | 597,411 | | | 344,785 | | | — | | | * |
| Stay Alfred, Inc. | | | | Senior Secured | | 18.0% | | | | 4,921,822 | | | 3,408,326 | | | — | | | * |
| Usual Beverage Co. | | | | Senior Secured | | 12.0% | | | | 1,652,823 | | | 1,256,063 | | | — | | | * |
| Verishop, Inc. | | | | Senior Secured | | 12.6% | | | | 299,944 | | | 299,444 | | | 299,444 | | | 12/1/2024 |
| Vinvesto, Inc. | | | | Senior Secured | | 15.0% | | | | 176,964 | | | 176,964 | | | 176,964 | | | 5/1/2026 |
| Vinvesto, Inc. | | | | Senior Secured | | 14.8% | | | | 176,798 | | | 166,309 | | | 166,309 | | | 5/1/2026 |
| Vinvesto, Inc. Subtotal | | | | | | | | | | 353,762 | | | 343,273 | | | 343,273 | | | |
Internet Total | | | 23.2% | | | | | | | | $ | 42,198,268 | | | $ | 38,286,033 | | | $ | 30,802,016 | | | |
| | | | | | | | | | | | | | | | | |
Medical Devices | | | | | | | | | | | | | | | | | |
| Anutra Medical, Inc. | | | | Senior Secured | | 18.0% | | | | $ | 398,742 | | | $ | 346,750 | | | $ | — | | | * |
| Medrobotics Corporation, Inc. | | | | Senior Secured | | 18.0% | | | | 10,000,000 | | | 8,837,164 | | | — | | | * |
| Siren Care, Inc. | | | | Senior Secured | | 13.5% | | | | 388,670 | | | 388,065 | | | 388,065 | | | 1/1/2025 |
Medical Devices Total | | | 0.3% | | | | | | | | $ | 10,787,412 | | | $ | 9,571,979 | | | $ | 388,065 | | | |
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Other Healthcare | | | | | | | | | | | | | | | | | |
| Elysium Health, Inc. | | | | Senior Secured | | 12.0% | | | | $ | 1,195,908 | | | $ | 1,177,354 | | | $ | 1,177,354 | | | 2/1/2025 |
| Hello Heart Inc. | | | | Senior Secured | | 11.0% | | | | 650,973 | | | 648,759 | | | 648,759 | | | 6/1/2025 |
| Honeybee Health, Inc. | | | | Senior Secured | | 11.0% | | | | 894,235 | | | 870,927 | | | 870,927 | | | 9/1/2025 |
| Julie Products Inc. | | | | Senior Secured | | 15.8% | | | | 303,015 | | | 298,203 | | | 298,203 | | | 6/1/2026 |
| Julie Products Inc. | | | | Senior Secured | | 13.0% | | | | 481,232 | | | 467,349 | | | 467,349 | | | 9/1/2025 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Industry | Borrower | | Percent of Net Assets (a) | | Collateral | | Interest Rate (b) | | End of Term Payment (c) | | Principal | | Cost | | Fair Value (d) | | Final Maturity Date |
| Julie Products Inc. | | | | Senior Secured | | 15.3% | | | | 277,119 | | | 272,975 | | | 272,975 | | | 4/1/2026 |
| Julie Products Inc. Subtotal | | | | | | | | | | 1,061,366 | | | 1,038,527 | | | 1,038,527 | | | |
| KBS, Inc. | | | | Senior Secured | | 14.0% | | | | 184,103 | | | 173,296 | | | 173,296 | | | 6/1/2026 |
| Minded, Inc. | | | | Senior Secured | | 11.2% | | | | 2,224,305 | | | 2,008,841 | | | — | | | * |
| Open Inc. | | | | Senior Secured | | 13.5% | | | | 320,228 | | | 309,929 | | | 309,929 | | | 3/1/2026 |
| Open Inc. | | | | Senior Secured | | 14.8% | | | | 322,057 | | | 318,790 | | | 318,790 | | | 3/1/2026 |
| Open Inc. Subtotal | | | | | | | | | | 642,285 | | | 628,719 | | | 628,719 | | | |
| PrecisionOS Technology Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 367,485 | | | 360,024 | | | 360,024 | | | 7/1/2025 |
| Therapydia, Inc. | | | | Senior Secured | | 12.5% | | | | 478,040 | | | 331,037 | | | 331,037 | | | * |
| Vessel Health, Inc. | | | | Senior Secured | | 12.0% | | | | 711,734 | | | 618,971 | | | 471,310 | | | * |
| Yuva Biosciences, Inc. | | | | Senior Secured | | 13.3% | | | | 175,797 | | | 164,008 | | | 164,008 | | | 5/1/2026 |
Other Healthcare Total | | | 4.4% | | | | | | | | $ | 8,586,231 | | | $ | 8,020,463 | | | $ | 5,863,961 | | | |
| | | | | | | | | | | | | | | | | |
Other Technology | | | | | | | | | | | | | | | | | |
| Airspeed, Inc. | | | | Senior Secured | | 11.0% | | | | $ | 1,101,447 | | | $ | 1,020,819 | | | $ | 1,020,819 | | | 5/1/2027 |
| Azumo, Inc. | | | | Senior Secured | | 12.8% | | | | 957,356 | | | 913,213 | | | 548,094 | | | * |
| Bankroll Club, LLC | | | | Senior Secured | | 12.9% | | | | 4,262,576 | | | 3,955,801 | | | 1,051,870 | | | * |
| Beautiful Beanfields, Inc. | | | | Senior Secured | | 6.0% | | | | 275,000 | | | 255,543 | | | 125,523 | | | * |
| BloomTech Inc. | | | | Senior Secured | | 11.3% | | | | 291,150 | | | 291,150 | | | 291,150 | | | 5/1/2026 |
| Brave Care Technologies, Inc. | | | | Senior Secured | | 12.0% | | | | 738,617 | | | 665,361 | | | 665,361 | | | 6/1/2026 |
| Bryte, Inc. | | | | Senior Secured | | 10.0% | | | | 1,694,943 | | | 1,708,964 | | | 1,088,694 | | | * |
| Candy Club Holdings, Inc. | | | | Senior Secured | | 8.5% | | | | 750,000 | | | 734,522 | | | 366,152 | | | * |
| Ceres Imaging, Inc. | | | | Senior Secured | | 12.0% | | | | 2,843,184 | | | 2,781,445 | | | 2,781,445 | | | * |
| Content Adjacent, Inc. | | | | Senior Secured | | 12.0% | | | | 1,370,177 | | | 1,275,059 | | | 1,275,059 | | | 10/1/2027 |
| Copia Global Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 7,745,971 | | | 7,693,807 | | | — | | | * |
| CornerUp, Inc. | | | | Senior Secured | | 15.0% | | | | 392,046 | | | 359,248 | | | — | | | * |
| Creoate Limited ** ^ | | | | Senior Secured | | 14.0% | | | | 160,480 | | | 158,763 | | | 158,763 | | | 3/1/2026 |
| Creoate Limited ** ^ | | | | Senior Secured | | 11.8% | | | | 402,917 | | | 392,116 | | | 392,116 | | | 12/1/2025 |
| Creoate Limited ** ^ | | | | Senior Secured | | 15.5% | | | | 486,410 | | | 478,746 | | | 478,746 | | | 2/1/2027 |
| Creoate Limited Subtotal ** ^ | | | | | | | | | | 1,049,807 | | | 1,029,625 | | | 1,029,625 | | | |
| Daybase, Inc. | | | | Senior Secured | | 11.0% | | | | 2,018,671 | | | 1,798,943 | | | — | | | * |
| Digital. Thing(s), Inc. | | | | Senior Secured | | 12.0% | | | | 390,777 | | | 334,715 | | | 334,715 | | | 10/1/2025 |
| Eguana Technologies, Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 2,950,130 | | | 2,970,310 | | | 2,797,875 | | | * |
| Fanimal, Inc. | | | | Senior Secured | | 11.8% | | | | 129,122 | | | 119,671 | | | 119,671 | | | 2/1/2026 |
| Fanimal, Inc. | | | | Senior Secured | | 11.8% | | | | 244,921 | | | 241,649 | | | 241,649 | | | 7/1/2026 |
| Fanimal, Inc. | | | | Senior Secured | | 11.8% | | | | 357,616 | | | 350,890 | | | 350,890 | | | 7/1/2027 |
| Fanimal, Inc. | | | | Senior Secured | | 11.8% | | | | 214,354 | | | 210,710 | | | 210,710 | | | 3/1/2027 |
| Fanimal, Inc. Subtotal | | | | | | | | | | 946,013 | | | 922,920 | | | 922,920 | | | |
| Heading Health Inc. | | | | Senior Secured | | 12.5% | | | | 1,208,548 | | | 955,616 | | | 253,305 | | | * |
| Higher Ground Education, Inc. | | | | Senior Secured | | 12.5% | | | | 1,978,486 | | | 1,958,262 | | | 1,958,262 | | | 6/1/2025 |
| Higher Ground Education, Inc. | | | | Senior Secured | | 12.5% | | | | 801,329 | | | 796,139 | | | 796,139 | | | 2/1/2025 |
| Higher Ground Education, Inc. Subtotal | | | | | | | | | | 2,779,815 | | | 2,754,401 | | | 2,754,401 | | | |
| Hint, Inc. | | | | Senior Secured | | 12.0% | | | | 2,408,347 | | | 2,295,196 | | | 2,295,196 | | | 5/1/2025 |
| Holo, Inc. | | | | Senior Secured | | 13.5% | | | | 535,877 | | | 393,888 | | | 393,888 | | | * |
| Hyphen Technologies, Inc. | | | | Senior Secured | | 11.5% | | | | 1,903,711 | | | 1,858,863 | | | 1,858,863 | | | 3/1/2026 |
| Intuition Robotics, Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 1,261,768 | | | 1,239,202 | | | 1,239,202 | | | 11/1/2025 |
| Invert Robotics Group, Ltd. | | | | Senior Secured | | 13.0% | | | | 450,579 | | | 444,164 | | | 444,164 | | | 5/1/2025 |
| Joy Memories, Inc | | | | Senior Secured | | 12.0% | | 6.9% | | 895,307 | | | 813,293 | | | 813,293 | | | 6/1/2027 |
| Kibeam Learning, Inc. | | | | Senior Secured | | 11.5% | | | | 342,370 | | | 335,728 | | | 335,728 | | | 6/1/2025 |
| Lacuna Technologies, Inc. | | | | Senior Secured | | 12.0% | | | | 3,432,568 | | | 3,240,601 | | | — | | | * |
| LendTable Inc. | | | | Senior Secured | | 13.5% | | | | 1,280,911 | | | 1,243,214 | | | 1,243,214 | | | 3/1/2026 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Industry | Borrower | | Percent of Net Assets (a) | | Collateral | | Interest Rate (b) | | End of Term Payment (c) | | Principal | | Cost | | Fair Value (d) | | Final Maturity Date |
| LendTable Inc. | | | | Senior Secured | | 14.8% | | | | 1,243,568 | | | 1,225,611 | | | 1,225,611 | | | 9/1/2026 |
| LendTable Inc. Subtotal | | | | | | | | | | 2,524,479 | | | 2,468,825 | | | 2,468,825 | | | |
| Logistech Solutions Pte. Ltd. ** ^ | | | | Senior Secured | | 12.8% | | | | 855,090 | | | 844,346 | | | 844,346 | | | 10/1/2026 |
| Logistech Solutions Pte. Ltd. ** ^ | | | | Senior Secured | | 11.5% | | | | 268,218 | | | 244,829 | | | 244,829 | | | 12/1/2025 |
| Logistech Solutions Pte. Ltd. Subtotal ** ^ | | | | | | | | | | 1,123,308 | | | 1,089,175 | | | 1,089,175 | | | |
| Mavenform, Inc. | | | | Senior Secured | | 11.1% | | | | 1,448,622 | | | 1,436,035 | | | 1,135,633 | | | 10/1/2025 |
| Merlin Labs, Inc. | | | | Senior Secured | | 11.0% | | | | 836,350 | | | 826,066 | | | 826,066 | | | 6/1/2025 |
| MinoMonsters, Inc. ** ^ | | | | Senior Secured | | 11.5% | | | | 94,373 | | | 94,185 | | | 94,185 | | | 10/1/2024 |
| Noteleaf, Inc. | | | | Senior Secured | | 18.0% | | | | 2,277,124 | | | 1,836,011 | | | — | | | * |
| Ocho Holdings Co. | | | | Senior Secured | | 11.3% | | 44.1% | | 150,239 | | | 332,263 | | | 332,263 | | | 12/1/2024 |
| OnePointOne, Inc. | | | | Senior Secured | | 12.0% | | | | 327,042 | | | 303,594 | | | 303,594 | | | * |
| Plant Prefab, Inc. | | | | Senior Secured | | 11.6% | | | | 2,887,000 | | | 2,739,956 | | | 2,402,579 | | | * |
| PlantBaby, Inc. | | | | Senior Secured | | 14.3% | | | | 88,232 | | | 86,215 | | | 86,215 | | | 5/1/2026 |
| PlantBaby, Inc. | | | | Senior Secured | | 13.8% | | | | 72,074 | | | 67,105 | | | 67,105 | | | 1/1/2026 |
| PlantBaby, Inc. | | | | Senior Secured | | 12.0% | | | | 58,863 | | | 58,174 | | | 58,174 | | | 10/1/2025 |
| PlantBaby, Inc. | | | | Senior Secured | | 12.0% | | | | 45,936 | | | 45,511 | | | 45,511 | | | 7/1/2025 |
| PlantBaby, Inc. | | | | Senior Secured | | 12.0% | | | | 74,232 | | | 72,261 | | | 72,261 | | | 5/1/2025 |
| PlantBaby, Inc. Subtotal | | | | | | | | | | 339,337 | | | 329,266 | | | 329,266 | | | |
| Platform Science, Inc. | | | | Senior Secured | | 12.5% | | | | 3,187,590 | | | 3,158,500 | | | 3,158,500 | | | 3/1/2026 |
| Platform Science, Inc. | | | | Senior Secured | | 12.5% | | | | 3,026,423 | | | 2,913,349 | | | 2,913,349 | | | 2/1/2026 |
| Platform Science, Inc. Subtotal | | | | | | | | | | 6,214,013 | | | 6,071,849 | | | 6,071,849 | | | |
| Reali Inc. | | | | Senior Secured | | 12.5% | | | | 11,275,525 | | | 8,533,922 | | | 23,751 | | | * |
| Rise Gardens, Inc. | | | | Senior Secured | | 11.8% | | | | 1,380,944 | | | 1,201,703 | | | 616,757 | | | * |
| Romaine Empire, Inc. | | | | Senior Secured | | 13.5% | | 4.1% | | 8,887,530 | | | 8,717,489 | | | 8,717,489 | | | 12/1/2027 |
| SISU Aesthetics Clinic, Inc. ** ^ | | | | Senior Secured | | 13.5% | | | | 672,463 | | | 656,983 | | | 656,983 | | | 4/1/2026 |
| SISU Aesthetics Clinic, Inc. ** ^ | | | | Senior Secured | | 14.0% | | | | 528,895 | | | 526,108 | | | 526,108 | | | 5/1/2026 |
| SISU Aesthetics Clinic, Inc. Subtotal ** ^ | | | | | | | | | | 1,201,358 | | | 1,183,091 | | | 1,183,091 | | | |
| SMS OPCO LLC | | | | Senior Secured | | 8.0% | | | | 29,942 | | | 11,192 | | | — | | | * |
| Supplant, Inc. ** ^ | | | | Senior Secured | | 13.0% | | | | 1,529,322 | | | 1,484,096 | | | 1,484,096 | | | 7/1/2026 |
| Supplant, Inc. ** ^ | | | | Senior Secured | | 16.0% | | | | 458,715 | | | 452,053 | | | 452,053 | | | 12/1/2026 |
| Supplant, Inc. Subtotal ** ^ | | | | | | | | | | 1,988,037 | | | 1,936,149 | | | 1,936,149 | | | |
| Sustainable Living Partners, LLC | | | | Senior Secured | | 12.5% | | | | 13,926,305 | | | 13,053,386 | | | 10,885,490 | | | * |
| The Farm Project, PBC. | | | | Senior Secured | | 15.0% | | | | 2,272,202 | | | 2,246,507 | | | 1,910,368 | | | 6/1/2026 |
| TheSquareFoot, Inc. | | | | Senior Secured | | 18.0% | | | | 628,478 | | | 325,058 | | | — | | | * |
| Titan Health & Security Technologies, Inc. | | | | Senior Secured | | 12.0% | | | | 603,234 | | | 593,002 | | | 593,002 | | | 8/1/2025 |
| TLNT Inc. | | | | Senior Secured | | 15.0% | | | | 1,068,549 | | | 1,011,697 | | | — | | | * |
| Umbra Lab, Inc. | | | | Senior Secured | | 13.5% | | | | 3,362,317 | | | 3,295,205 | | | 3,295,205 | | | 4/1/2026 |
| Velo Holdings Limited | | | | Senior Secured | | 12.0% | | | | 2,471,720 | | | 1,139,974 | | | 1,139,974 | | | * |
| Virtuix Holdings, Inc. | | | | Senior Secured | | 12.3% | | | | 218,838 | | | 216,172 | | | 216,172 | | | 9/1/2025 |
| Wheels Labs, Inc. ** | | | | Senior Secured | | 12.0% | | | | 700,000 | | | 700,000 | | | 336,687 | | | * |
| Zeno Technologies, Inc. | | | | Senior Secured | | 10.0% | | | | 251,129 | | | 233,996 | | | 233,996 | | | * |
| Zimeno Inc. | | | | Senior Secured | | 11.5% | | | | 5,331,510 | | | 5,264,626 | | | 5,264,626 | | | 10/1/2026 |
| Zimeno Inc. | | | | Senior Secured | | 11.5% | | | | 3,559,943 | | | 3,463,205 | | | 3,463,205 | | | 1/1/2026 |
| Zimeno Inc. Subtotal | | | | | | | | | | 8,891,453 | | | 8,727,831 | | | 8,727,831 | | | |
Other Technology Total | | | 60.0% | | | | | | | | $ | 122,376,203 | | | $ | 113,695,996 | | | $ | 79,556,739 | | | |
| | | | | | | | | | | | | | | | | |
Security | | | | | | | | | | | | | | | | | |
| Axiado Corporation | | | | Senior Secured | | 10.5% | | | | $ | 1,136,161 | | | $ | 1,103,068 | | | $ | 1,103,068 | | | 10/1/2025 |
| Axiado Corporation | | | | Senior Secured | | 10.5% | | | | 1,136,161 | | | 1,136,155 | | | 1,136,155 | | | 10/1/2025 |
| Axiado Corporation Subtotal | | | | | | | | | | 2,272,322 | | | 2,239,223 | | | 2,239,223 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Industry | Borrower | | Percent of Net Assets (a) | | Collateral | | Interest Rate (b) | | End of Term Payment (c) | | Principal | | Cost | | Fair Value (d) | | Final Maturity Date |
| Popily, Inc. | | | | Senior Secured | | 12.5% | | | | 1,998,517 | | | 1,559,440 | | | 50,721 | | | * |
Security Total | | | 1.7% | | | | | | | | $ | 4,270,839 | | | $ | 3,798,663 | | | $ | 2,289,944 | | | |
| | | | | | | | | | | | | | | | | |
Software | | | | | | | | | | | | | | | | | |
| Abacum Inc. ** ^ | | | | Senior Secured | | 13.5% | | | | $ | 1,284,466 | | | $ | 1,227,536 | | | $ | 1,227,536 | | | 10/1/2026 |
| BackboneAI Inc. | | | | Senior Secured | | 12.3% | | | | 82,500 | | | 82,262 | | | — | | | * |
| Bizly, Inc. | | | | Senior Secured | | 12.5% | | | | 1,636,014 | | | 1,589,589 | | | 1,589,589 | | | 3/1/2027 |
| BlueCart, Inc. | | | | Senior Secured | | 14.1% | | | | 1,177,871 | | | 1,031,569 | | | 1,031,569 | | | 12/1/2026 |
| Canopy Technology Corp. | | | | Senior Secured | | 15.0% | | | | 644,843 | | | 636,883 | | | 636,883 | | | 3/1/2026 |
| Canopy Technology Corp. | | | | Senior Secured | | 13.5% | | | | 764,151 | | | 741,532 | | | 741,532 | | | 11/1/2025 |
| Canopy Technology Corp. Subtotal | | | | | | | | | | 1,408,994 | | | 1,378,415 | | | 1,378,415 | | | |
| Chowbus, Inc. | | | | Senior Secured | | 12.0% | | | | 1,075,984 | | | 1,043,474 | | | 1,043,474 | | | 3/1/2025 |
| Common Sun, Inc | | | | Senior Secured | | 11.0% | | | | 975,747 | | | 944,373 | | | 944,373 | | | 7/1/2026 |
| Common Sun, Inc | | | | Senior Secured | | 11.0% | | | | 402,883 | | | 402,880 | | | 402,880 | | | 1/1/2027 |
| Common Sun, Inc Subtotal | | | | | | | | | | 1,378,630 | | | 1,347,253 | | | 1,347,253 | | | |
| Eskalera, Inc. | | | | Senior Secured | | 12.0% | | | | 1,263,656 | | | 1,232,443 | | | 1,232,443 | | | 10/1/2026 |
| Form Remodel, Inc. | | | | Senior Secured | | 11.0% | | | | 267,432 | | | 255,840 | | | 255,840 | | | 12/1/2025 |
| Form Remodel, Inc. | | | | Senior Secured | | 11.0% | | | | 300,357 | | | 298,071 | | | 298,071 | | | 2/1/2026 |
| Form Remodel, Inc. | | | | Senior Secured | | 11.0% | | | | 364,407 | | | 361,011 | | | 361,011 | | | 6/1/2026 |
| Form Remodel, Inc. | | | | Senior Secured | | 11.0% | | | | 395,422 | | | 391,371 | | | 391,371 | | | 8/1/2026 |
| Form Remodel, Inc. Subtotal | | | | | | | | | | 1,327,618 | | | 1,306,293 | | | 1,306,293 | | | |
| FutureProof Technologies, Inc. | | | | Senior Secured | | 13.5% | | | | 735,155 | | | 705,041 | | | 705,041 | | | 6/1/2026 |
| Grokker, Inc. | | | | Senior Secured | | 11.5% | | | | 285,591 | | | 280,681 | | | 280,681 | | | 4/1/2026 |
| Grokker, Inc. | | | | Senior Secured | | 11.5% | | | | 189,366 | | | 187,901 | | | 187,901 | | | 3/1/2025 |
| Grokker, Inc. Subtotal | | | | | | | | | | 474,957 | | | 468,582 | | | 468,582 | | | |
| HaystacksAI, Inc. | | | | Senior Secured | | 12.3% | | | | 809,810 | | | 782,843 | | | 782,843 | | | 6/1/2027 |
| Hoken Holdings Inc. | | | | Senior Secured | | 13.0% | | | | 439,073 | | | 412,728 | | | 412,728 | | | 5/1/2026 |
| Ketch Kloud, Inc. | | | | Senior Secured | | 13.0% | | | | 6,931,112 | | | 6,689,676 | | | 6,689,676 | | | 4/1/2027 |
| Ocurate, Inc. | | | | Senior Secured | | 11.5% | | 25.9% | | 638,958 | | | 695,716 | | | 150,000 | | | 10/1/2025 |
| Ratio Technologies, Inc. | | | | Senior Secured | | 11.0% | | | | 141,842 | | | 122,867 | | | 122,867 | | | 1/1/2027 |
| Ratio Technologies, Inc. | | | | Senior Secured | | 11.0% | | | | 339,003 | | | 335,259 | | | 335,259 | | | 1/1/2027 |
| Ratio Technologies, Inc. | | | | Senior Secured | | 11.0% | | | | 937,577 | | | 927,362 | | | 927,362 | | | 1/1/2027 |
| Ratio Technologies, Inc. Subtotal | | | | | | | | | | 1,418,422 | | | 1,385,488 | | | 1,385,488 | | | |
| Safe Securities Inc. | | | | Senior Secured | | 11.5% | | | | 2,208,996 | | | 2,177,668 | | | 2,177,668 | | | 9/1/2025 |
| Safe Securities Inc. | | | | Senior Secured | | 11.5% | | | | 564,210 | | | 559,483 | | | 559,483 | | | 4/1/2026 |
| Safe Securities Inc. Subtotal | | | | | | | | | | 2,773,206 | | | 2,737,151 | | | 2,737,151 | | | |
| SF Insuretech, Inc. | | | | Senior Secured | | 13.5% | | | | 874,712 | | | 874,712 | | | 874,712 | | | 11/1/2026 |
| SF Insuretech, Inc. | | | | Senior Secured | | 13.5% | | | | 816,029 | | | 816,029 | | | 816,029 | | | 9/1/2026 |
| SF Insuretech, Inc. | | | | Senior Secured | | 13.5% | | | | 1,389,523 | | | 1,274,101 | | | 1,274,101 | | | 5/1/2026 |
| SF Insuretech, Inc. Subtotal | | | | | | | | | | 3,080,264 | | | 2,964,842 | | | 2,964,842 | | | |
| Swiftly Systems, Inc. | | | | Senior Secured | | 11.5% | | | | 318,579 | | | 316,620 | | | 316,620 | | | 1/1/2025 |
| Swiftly Systems, Inc. | | | | Senior Secured | | 11.5% | | | | 161,560 | | | 160,117 | | | 160,117 | | | 10/1/2024 |
| Swiftly Systems, Inc. Subtotal | | | | | | | | | | 480,139 | | | 476,737 | | | 476,737 | | | |
| Terragon, Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 74,798 | | | 76,108 | | | 76,108 | | | * |
| Traction Apps, Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 669,230 | | | 687,621 | | | 420,442 | | | * |
| UCM Digital Health, Inc. | | | | Senior Secured | | 12.5% | | | | 1,298,906 | | | 1,219,569 | | | 1,219,569 | | | 10/1/2026 |
| Vesta Housing, Inc. | | | | Senior Secured | | 11.8% | | | | 861,184 | | | 826,607 | | | 826,607 | | | 6/1/2026 |
| Vesta Housing, Inc. | | | | Senior Secured | | 11.8% | | | | 861,184 | | | 848,881 | | | 848,881 | | | 6/1/2026 |
| Vesta Housing, Inc. Subtotal | | | | | | | | | | 1,722,368 | | | 1,675,488 | | | 1,675,488 | | | |
| WorkRails, Inc. | | | | Senior Secured | | 12.0% | | | | 417,122 | | | 288,063 | | | 288,063 | | | * |
Software Total | | | 23.0% | | | | | | | | $ | 32,599,253 | | | $ | 31,504,487 | | | $ | 30,609,330 | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Industry | Borrower | | Percent of Net Assets (a) | | Collateral | | Interest Rate (b) | | End of Term Payment (c) | | Principal | | Cost | | Fair Value (d) | | Final Maturity Date |
Technology Services | | | | | | | | | | | | | | | | | |
| Klar Holdings Limited ** ^ | | | | Senior Secured | | 11.8% | | | | $ | 1,983,725 | | | $ | 1,939,018 | | | $ | 1,939,018 | | | 8/1/2025 |
| Loansnap Holdings Inc. ** | | | | Senior Secured | | 10.3% | | | | 3,982,300 | | | 3,782,385 | | | 2,020,078 | | | * |
Technology Services Total | | | 3.0% | | | | | | | | $ | 5,966,025 | | | $ | 5,721,403 | | | $ | 3,959,096 | | | |
| | | | | | | | | | | | | | | | | |
Wireless | | | | | | | | | | | | | | | | | |
| Juvo Mobile, Inc. ** | | | | Senior Secured | | 12.0% | | | | $ | 1,143,492 | | | $ | 1,108,813 | | | $ | 1,108,813 | | | 7/1/2026 |
| Juvo Mobile, Inc. ** | | | | Senior Secured | | 15.5% | | | | 385,218 | | | 379,605 | | | 379,605 | | | 7/1/2026 |
| Juvo Mobile, Inc. Subtotal ** | | | | | | | | | | 1,528,710 | | | 1,488,418 | | | 1,488,418 | | | |
Wireless Total | | | 1.1% | | | | | | | | $ | 1,528,710 | | | $ | 1,488,418 | | | $ | 1,488,418 | | | |
| | | | | | | | | | | | | | | | | |
| Grand Total | | 131.5% | | | | | | | | $ | 249,990,887 | | | $ | 231,635,951 | | | $ | 174,506,078 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Ticker Symbol | | Percent of Net Assets | | Cost | | Fair Value |
Cash Equivalents | | | | | | | | | | |
First American Government Obligations Fund - Class Z | | | | FGZXX | | 9.4% | | $ | 12,480,293 | | | $ | 12,480,293 | |
Total Cash Equivalents | | | | | | | | | | 9.4% | | $ | 12,480,293 | | | $ | 12,480,293 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Description and terms of payments to be received from another party | | Description and terms of payments to be paid to another party | | Counterparty | | Maturity Date | | Notional Amount | | Fair Value | | Upfront payments/receipts | | Unrealized appreciation (e) |
Derivative Instruments - Interest Rate Collar | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Floating interest rate of USD-SOFR with a cap rate of 1.36% to be received monthly | | Floating interest rate of USD-SOFR with a floor rate of 0.42% to be paid monthly | | Zions Bancorporation, N.A. | | 6/30/2025 | | $ | 50,000,000 | | | $ | 996,110 | | | $ | — | | | $ | 996,110 | |
Total Derivative Instruments | | | | | | $ | 50,000,000 | | | $ | 996,110 | | | $ | — | | | $ | 996,110 | |
*As of September 30, 2024, loans with a cost basis of $100.1 million and a fair value of $44.2 million were classified as non-accrual. These loans have been accelerated from their original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no interest income has been recognized.
**Indicates assets that the Fund deems “non-qualifying assets.” As of September 30, 2024, 14.6% of the Fund’s total assets represented non-qualifying assets. Under Section 55(a) of the 1940 Act, the Fund is prohibited from acquiring any additional non-qualifying assets unless, at the time of acquisition, certain specified qualifying assets (e.g., securities issued by an “eligible portfolio company,” as defined in Section 2(a)(46)) represent at least 70% of its total assets. As part of this calculation, the numerator consists of the fair value of the Fund's investments in all eligible portfolio companies, and the denominator consists of total assets less those assets described in Section 55(a)(7) of the 1940 Act.
^ Entity is not domiciled in the United States and does not have its principal place of business in the United States.
(a) The percentage of net assets that each industry group represents is shown with the industry totals (the sum of the percentages does not equal 100% because the percentages are based on net assets as opposed to total loans).
(b) The interest rate is the designated annual interest rate exclusive of any original issue discount, fees or end of term payment.
(c) The end of term payments are contractually due on the maturity date and are in addition to the interest rate shown. End of term payments are generally the percentage of the final payment divided by the original loan amount and are amortized over the full term of the loan.
(d) There is no readily available market price or secondary market for the Fund’s loan investments, hence the Manager determines fair value of all loan investments presented in the Condensed Schedule of Investments based on a most advantageous market and the estimates may include the use of significant unobservable inputs.
(e) The unrealized appreciation was valued using prices or valuation based on observable inputs other than quoted price in active markets for identical assets and liabilities. See “Note 3. Fair Value Disclosures” for more information.
As of September 30, 2024, all loans were made to non-affiliates.
See notes to condensed financial statements (unaudited).
VENTURE LENDING & LEASING IX, INC.
CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)
AS OF DECEMBER 31, 2023
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Industry | Borrower | | Percent of Net Assets (a) | | Collateral | | Interest Rate (b) | | End of Term Payment (c) | | Principal | | Cost | | Fair Value (d) | | Final Maturity Date |
Biotechnology | | | | | | | | | | | | | | | | | |
| Calysta, Inc. | | | | Senior Secured | | 11.8% | | | | $ | 4,034,272 | | | $ | 3,915,776 | | | $ | 3,915,776 | | | 6/1/2025 |
| Genomic Prediction, Inc. | | | | Senior Secured | | 11.0% | | | | 462,427 | | | 450,632 | | | 450,632 | | | 1/1/2025 |
| GLO Pharma, Inc. | | | | Senior Secured | | 10.5% | | | | 855,052 | | | 842,954 | | | 842,954 | | | 12/1/2024 |
| GLO Pharma, Inc. | | | | Senior Secured | | 10.5% | | | | 1,281,930 | | | 1,270,942 | | | 1,270,942 | | | 12/1/2024 |
| GLO Pharma, Inc. Subtotal | | | | | | | | | | 2,136,982 | | | 2,113,896 | | | 2,113,896 | | | |
| Ukko Inc. | | | | Senior Secured | | 11.5% | | | | 3,398,473 | | | 3,253,318 | | | 3,253,318 | | | 5/1/2026 |
Biotechnology Total | | | 5.2% | | | | | | | | $ | 10,032,154 | | | $ | 9,733,622 | | | $ | 9,733,622 | | | |
| | | | | | | | | | | | | | | | | |
Computers & Storage | | | | | | | | | | | | | | | | | |
| Canary Connect, Inc. | | | | Senior Secured | | 12.0% | | | | $ | 225,469 | | | $ | 224,872 | | | $ | 224,872 | | | 3/1/2024 |
| Canary Connect, Inc. | | | | Senior Secured | | 12.0% | | | | 901,528 | | | 896,305 | | | 896,305 | | | 3/1/2024 |
| Canary Connect, Inc. | | | | Senior Secured | | 11.8% | | | | 13,521,618 | | | 13,193,287 | | | 13,193,287 | | | 3/1/2026 |
| Canary Connect, Inc. Subtotal | | | | | | | | | | 14,648,615 | | | 14,314,464 | | | 14,314,464 | | | |
| Proto, Inc. | | | | Senior Secured | | 12.5% | | | | 1,049,740 | | | 1,001,515 | | | 1,001,515 | | | 10/1/2025 |
| Proto, Inc. | | | | Senior Secured | | 12.8% | | | | 1,050,540 | | | 1,050,539 | | | 1,050,539 | | | 10/1/2025 |
| Proto, Inc. Subtotal | | | | | | | | | | 2,100,280 | | | 2,052,054 | | | 2,052,054 | | | |
Computers & Storage Total | | | 8.7% | | | | | | | | $ | 16,748,895 | | | $ | 16,366,518 | | | $ | 16,366,518 | | | |
| | | | | | | | | | | | | | | | | |
Enterprise Networking | | | | | | | | | | | | | | | | | |
| Diamanti, Inc. | | | | Senior Secured | | 11.0% | | | | $ | 5,404,212 | | | $ | 3,687,334 | | | $ | 3,687,334 | | | * |
Enterprise Networking Total | | | 2.0% | | | | | | | | $ | 5,404,212 | | | $ | 3,687,334 | | | $ | 3,687,334 | | | |
| | | | | | | | | | | | | | | | | |
Internet | | | | | | | | | | | | | | | | | |
| 10club Pte Ltd. ** ^ | | | | Senior Secured | | 12.0% | | | | $ | 5,264,876 | | | $ | 4,762,966 | | | $ | 2,801,583 | | | 11/1/2025 |
| Ainsly, Inc. ** ^ | | | | Senior Secured | | 12.5% | | | | 133,826 | | | 133,821 | | | 133,821 | | | 7/1/2025 |
| Ainsly, Inc. ** ^ | | | | Senior Secured | | 12.5% | | | | 200,739 | | | 153,231 | | | 153,231 | | | 7/1/2025 |
| Ainsly, Inc. Subtotal ** ^ | | | | | | | | | | 334,565 | | | 287,052 | | | 287,052 | | | |
| D2C Store, Inc. | | | | Senior Secured | | 10.0% | | | | 1,905,572 | | | 1,572,688 | | | 1,572,688 | | | * |
| Good Counsel, LLC | | | | Senior Secured | | 12.3% | | | | 2,707,456 | | | 2,431,880 | | | 2,431,880 | | | 4/1/2026 |
| iZENEtech, Inc. ** ^ | | | | Senior Secured | | 12.3% | | | | 3,001,339 | | | 2,997,442 | | | 2,790,190 | | | * |
| Kings Mountain I LLC | | | | Senior Secured | | 11.5% | | | | 94,770 | | | 76,620 | | | 71,768 | | | * |
| Miami Labs, Inc. | | | | Senior Secured | | 13.3% | | | | 7,500,000 | | | 7,162,069 | | | 7,162,069 | | | 5/1/2026 |
| OneLocal, Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 1,245,475 | | | 1,201,210 | | | 1,201,210 | | | 1/1/2025 |
| Osix Corporation | | | | Senior Secured | | 12.3% | | | | 3,679,812 | | | 3,369,724 | | | 3,369,724 | | | * |
| Pixalate, Inc. | | | | Senior Secured | | 12.5% | | | | 3,389,495 | | | 3,271,244 | | | 3,271,244 | | | 4/1/2025 |
| Quantcast Corp. | | | | Senior Secured | | 12.0% | | | | 12,500,000 | | | 11,779,146 | | | 11,779,146 | | | 7/1/2026 |
| RenoFi, Inc. | | | | Senior Secured | | 11.5% | | | | 988,490 | | | 929,802 | | | 929,802 | | | 7/1/2025 |
| RenoFi, Inc. | | | | Senior Secured | | 11.5% | | | | 1,082,499 | | | 1,070,622 | | | 1,070,622 | | | 9/1/2025 |
| RenoFi, Inc. Subtotal | | | | | | | | | | 2,070,989 | | | 2,000,424 | | | 2,000,424 | | | |
| Residently USA, LLC ** ^ | | | | Senior Secured | | 12.0% | | | | 422,364 | | | 389,326 | | | 389,326 | | | 4/1/2026 |
| RetailerX, Inc. | | | | Senior Secured | | 11.3% | | | | 5,769,455 | | | 5,446,191 | | | 5,446,191 | | | 7/1/2026 |
| Serface Care, Inc. | | | | Senior Secured | | 12.3% | | | | 597,411 | | | 344,785 | | | — | | | * |
| Stay Alfred, Inc. | | | | Senior Secured | | 18.0% | | | | 4,921,822 | | | 3,408,326 | | | — | | | * |
| Usual Beverage Co. | | | | Senior Secured | | 12.0% | | | | 1,699,532 | | | 1,629,519 | | | 284,813 | | | * |
| Verishop, Inc. | | | | Senior Secured | | 12.6% | | | | 1,145,286 | | | 1,139,192 | | | 1,139,192 | | | 12/1/2024 |
| Vinvesto, Inc. | | | | Senior Secured | | 15.0% | | | | 243,054 | | | 243,054 | | | 243,054 | | | 5/1/2026 |
| Vinvesto, Inc. | | | | Senior Secured | | 14.8% | | | | 243,033 | | | 223,116 | | | 223,116 | | | 5/1/2026 |
| Vinvesto, Inc. Subtotal | | | | | | | | | | 486,087 | | | 466,170 | | | 466,170 | | | |
Internet Total | | | 24.6% | | | | | | | | $ | 58,736,306 | | | $ | 53,735,974 | | | $ | 46,464,670 | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Industry | Borrower | | Percent of Net Assets (a) | | Collateral | | Interest Rate (b) | | End of Term Payment (c) | | Principal | | Cost | | Fair Value (d) | | Final Maturity Date |
Medical Devices | | | | | | | | | | | | | | | | | |
| Anutra Medical, Inc. | | | | Senior Secured | | 18.0% | | | | $ | 398,742 | | | $ | 346,750 | | | $ | — | | | * |
| CytoVale, Inc. | | | | Senior Secured | | 12.0% | | | | 1,217,661 | | | 1,205,201 | | | 1,205,201 | | | 1/1/2025 |
| Medrobotics Corporation, Inc. | | | | Senior Secured | | 18.0% | | | | 10,000,000 | | | 8,932,603 | | | — | | | * |
| Norbert Health, Inc. | | | | Senior Secured | | 12.3% | | | | 222,648 | | | 217,849 | | | 217,849 | | | 6/1/2024 |
| Siren Care, Inc. | | | | Senior Secured | | 13.5% | | | | 606,861 | | | 604,374 | | | 604,374 | | | 1/1/2025 |
Medical Devices Total | | | 1.1% | | | | | | | | $ | 12,445,912 | | | $ | 11,306,777 | | | $ | 2,027,424 | | | |
| | | | | | | | | | | | | | | | | |
Other Healthcare | | | | | | | | | | | | | | | | | |
| Elysium Health, Inc. | | | | Senior Secured | | 12.0% | | | | $ | 3,204,172 | | | $ | 3,083,630 | | | $ | 3,083,630 | | | 2/1/2025 |
| GoForward, Inc. | | | | Senior Secured | | 11.5% | | | | 690,974 | | | 688,087 | | | 688,087 | | | 6/1/2024 |
| Grayce, Inc. | | | | Senior Secured | | 11.8% | | | | 215,439 | | | 213,798 | | | 213,798 | | | 12/1/2024 |
| Grayce, Inc. | | | | Senior Secured | | 14.0% | | | | 664,671 | | | 631,909 | | | 631,909 | | | 2/1/2026 |
| Grayce, Inc. | | | | Senior Secured | | 11.8% | | | | 327,838 | | | 322,236 | | | 322,236 | | | 9/1/2024 |
| Grayce, Inc. Subtotal | | | | | | | | | | 1,207,948 | | | 1,167,943 | | | 1,167,943 | | | |
| Hello Heart Inc. | | | | Senior Secured | | 11.0% | | | | 440,421 | | | 434,449 | | | 434,449 | | | 6/1/2024 |
| Hello Heart Inc. | | | | Senior Secured | | 11.0% | | | | 1,250,622 | | | 1,242,667 | | | 1,242,667 | | | 6/1/2025 |
| Hello Heart Inc. Subtotal | | | | | | | | | | 1,691,043 | | | 1,677,116 | | | 1,677,116 | | | |
| Honeybee Health, Inc. | | | | Senior Secured | | 11.0% | | | | 1,503,502 | | | 1,438,883 | | | 1,438,883 | | | 9/1/2025 |
| Julie Products Inc. | | | | Senior Secured | | 15.3% | | | | 375,000 | | | 366,817 | | | 366,817 | | | 4/1/2026 |
| Julie Products Inc. | | | | Senior Secured | | 15.8% | | | | 375,000 | | | 366,153 | | | 366,153 | | | 6/1/2026 |
| Julie Products Inc. | | | | Senior Secured | | 13.0% | | | | 802,628 | | | 764,447 | | | 764,447 | | | 9/1/2025 |
| Julie Products Inc. Subtotal | | | | | | | | | | 1,552,628 | | | 1,497,417 | | | 1,497,417 | | | |
| KBS, Inc. | | | | Senior Secured | | 14.0% | | | | 250,000 | | | 229,967 | | | 229,967 | | | 6/1/2026 |
| Minded, Inc. | | | | Senior Secured | | 11.2% | | | | 2,224,305 | | | 2,008,841 | | | — | | | * |
| Open Inc. | | | | Senior Secured | | 14.8% | | | | 457,878 | | | 451,414 | | | 451,414 | | | 3/1/2026 |
| Open Inc. | | | | Senior Secured | | 13.5% | | | | 457,247 | | | 436,107 | | | 436,107 | | | 3/1/2026 |
| Open Inc. Subtotal | | | | | | | | | | 915,125 | | | 887,521 | | | 887,521 | | | |
| Oula Health, Inc. | | | | Senior Secured | | 12.0% | | | | 56,647 | | | 56,322 | | | 56,322 | | | 2/1/2024 |
| Oula Health, Inc. | | | | Senior Secured | | 12.0% | | | | 90,275 | | | 89,868 | | | 89,868 | | | 7/1/2024 |
| Oula Health, Inc. Subtotal | | | | | | | | | | 146,922 | | | 146,190 | | | 146,190 | | | |
| PrecisionOS Technology Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 667,730 | | | 643,612 | | | 643,612 | | | 7/1/2025 |
| Therapydia, Inc. | | | | Senior Secured | | 12.0% | | | | 1,777,402 | | | 1,753,942 | | | 1,753,942 | | | 2/1/2027 |
| Tia, Inc. | | | | Senior Secured | | 11.8% | | | | 371,042 | | | 364,011 | | | 364,011 | | | 5/1/2024 |
| Tia, Inc. | | | | Senior Secured | | 11.8% | | | | 818,984 | | | 815,087 | | | 815,087 | | | 9/1/2024 |
| Tia, Inc. Subtotal | | | | | | | | | | 1,190,026 | | | 1,179,098 | | | 1,179,098 | | | |
| Vessel Health, Inc. | | | | Senior Secured | | 12.0% | | | | 711,734 | | | 588,211 | | | 553,968 | | | 1/1/2026 |
| Yes Health, Inc. | | | | Senior Secured | | 12.0% | | | | 1,773,262 | | | 1,705,392 | | | — | | | * |
| Yuva Biosciences, Inc. | | | | Senior Secured | | 13.3% | | | | 242,902 | | | 220,407 | | | 220,407 | | | 5/1/2026 |
Other Healthcare Total | | | 8.0% | | | | | | | | $ | 19,749,675 | | | $ | 18,916,257 | | | $ | 15,167,781 | | | |
| | | | | | | | | | | | | | | | | |
Other Technology | | | | | | | | | | | | | | | | | |
| 8i Corporation | | | | Senior Secured | | 12.0% | | | | $ | 390,777 | | | $ | 386,909 | | | $ | 243,768 | | | 10/1/2025 |
| Aclima, Inc. | | | | Senior Secured | | 12.0% | | | | 321,219 | | | 298,126 | | | 298,126 | | | * |
| Airspeed, Inc. | | | | Senior Secured | | 11.0% | | | | 532,573 | | | 505,660 | | | 505,660 | | | 1/1/2026 |
| Airspeed, Inc. | | | | Senior Secured | | 11.0% | | | | 625,000 | | | 625,000 | | | 625,000 | | | 7/1/2026 |
| Airspeed, Inc. Subtotal | | | | | | | | | | 1,157,573 | | | 1,130,660 | | | 1,130,660 | | | |
| Azumo, Inc. | | | | Senior Secured | | 12.8% | | | | 1,282,604 | | | 1,203,696 | | | 1,203,696 | | | 1/1/2026 |
| Bankroll Club, LLC | | | | Senior Secured | | 12.9% | | | | 4,262,576 | | | 3,955,801 | | | 970,983 | | | * |
| Beautiful Beanfields, Inc. | | | | Senior Secured | | 6.0% | | | | 275,000 | | | 255,324 | | | 127,662 | | | * |
| BloomTech Inc. | | | | Senior Secured | | 11.3% | | | | 267,698 | | | 267,698 | | | 267,698 | | | 5/1/2026 |
| Brave Care Technologies, Inc. | | | | Senior Secured | | 12.0% | | | | 738,617 | | | 724,173 | | | 649,416 | | | 9/1/2024 |
| Bryte, Inc. | | | | Senior Secured | | 10.0% | | | | 1,680,936 | | | 1,640,717 | | | 1,640,717 | | | 9/1/2025 |
| Candy Club Holdings, Inc. | | | | Senior Secured | | 12.0% | | | | 6,166,737 | | | 5,802,074 | | | 1,550,346 | | | * |
| Ceres Imaging, Inc. | | | | Senior Secured | | 12.0% | | | | 1,127,835 | | | 1,088,832 | | | 1,088,832 | | | 4/1/2025 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Industry | Borrower | | Percent of Net Assets (a) | | Collateral | | Interest Rate (b) | | End of Term Payment (c) | | Principal | | Cost | | Fair Value (d) | | Final Maturity Date |
| Ceres Imaging, Inc. | | | | Senior Secured | | 12.0% | | | | 1,630,476 | | | 1,602,801 | | | 1,602,801 | | | 4/1/2026 |
| Ceres Imaging, Inc. Subtotal | | | | | | | | | | 2,758,311 | | | 2,691,633 | | | 2,691,633 | | | |
| Content Adjacent, Inc. | | | | Senior Secured | | 12.0% | | | | 1,370,177 | | | 1,246,061 | | | 1,246,061 | | | 10/1/2027 |
| Copia Global Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 7,699,044 | | | 7,542,825 | | | 7,542,825 | | | 1/1/2027 |
| CornerUp, Inc. | | | | Senior Secured | | 15.0% | | | | 229,002 | | | 196,822 | | | 196,822 | | | 3/1/2026 |
| CornerUp, Inc. | | | | Senior Secured | | 15.0% | | | | 236,122 | | | 232,070 | | | 232,070 | | | 4/1/2026 |
| CornerUp, Inc. Subtotal | | | | | | | | | | 465,124 | | | 428,892 | | | 428,892 | | | |
| Creoate Limited ** ^ | | | | Senior Secured | | 11.8% | | | | 617,298 | | | 592,002 | | | 592,002 | | | 12/1/2025 |
| Creoate Limited ** ^ | | | | Senior Secured | | 15.5% | | | | 500,000 | | | 488,425 | | | 488,425 | | | 2/1/2027 |
| Creoate Limited ** ^ | | | | Senior Secured | | 14.0% | | | | 228,750 | | | 225,211 | | | 225,211 | | | 3/1/2026 |
| Creoate Limited Subtotal ** ^ | | | | | | | | | | 1,346,048 | | | 1,305,638 | | | 1,305,638 | | | |
| Daybase, Inc. | | | | Senior Secured | | 11.0% | | | | 2,018,671 | | | 1,798,943 | | | — | | | * |
| EasyKnock, Inc. | | | | Senior Secured | | 11.5% | | | | 1,902,781 | | | 1,763,129 | | | 1,763,129 | | | 10/1/2025 |
| EasyKnock, Inc. | | | | Senior Secured | | 11.5% | | | | 2,056,477 | | | 2,016,015 | | | 2,016,015 | | | 12/1/2025 |
| EasyKnock, Inc. | | | | Senior Secured | | 11.5% | | | | 2,427,481 | | | 2,369,344 | | | 2,369,344 | | | 5/1/2026 |
| EasyKnock, Inc. Subtotal | | | | | | | | | | 6,386,739 | | | 6,148,488 | | | 6,148,488 | | | |
| Eguana Technologies, Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 1,410,524 | | | 1,339,264 | | | 1,339,264 | | | 4/1/2025 |
| Eguana Technologies, Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 1,729,692 | | | 1,696,603 | | | 1,696,603 | | | 8/1/2025 |
| Eguana Technologies, Inc. Subtotal ** ^ | | | | | | | | | | 3,140,216 | | | 3,035,867 | | | 3,035,867 | | | |
| Fanimal, Inc. | | | | Senior Secured | | 11.8% | | | | 189,126 | | | 169,116 | | | 169,116 | | | 2/1/2026 |
| Fanimal, Inc. | | | | Senior Secured | | 11.8% | | | | 250,000 | | | 244,279 | | | 244,279 | | | 3/1/2027 |
| Fanimal, Inc. | | | | Senior Secured | | 11.8% | | | | 330,628 | | | 324,581 | | | 324,581 | | | 7/1/2026 |
| Fanimal, Inc. | | | | Senior Secured | | 11.8% | | | | 375,000 | | | 364,987 | | | 364,987 | | | 7/1/2027 |
| Fanimal, Inc. Subtotal | | | | | | | | | | 1,144,754 | | | 1,102,963 | | | 1,102,963 | | | |
| Hadrian Automation, Inc. | | | | Senior Secured | | 11.5% | | | | 1,366,697 | | | 1,342,175 | | | 1,342,175 | | | 2/1/2025 |
| Heading Health Inc. | | | | Senior Secured | | 13.2% | | | | 1,065,032 | | | 981,214 | | | 793,209 | | | * |
| Higher Ground Education, Inc. | | | | Senior Secured | | 12.5% | | | | 2,143,133 | | | 2,109,187 | | | 2,109,187 | | | 2/1/2025 |
| Higher Ground Education, Inc. | | | | Senior Secured | | 12.5% | | | | 3,780,792 | | | 3,708,955 | | | 3,708,955 | | | 6/1/2025 |
| Higher Ground Education, Inc. Subtotal | | | | | | | | | | 5,923,925 | | | 5,818,142 | | | 5,818,142 | | | |
| Hint, Inc. | | | | Senior Secured | | 12.0% | | | | 4,898,181 | | | 4,458,792 | | | 4,458,792 | | | 5/1/2025 |
| Holo, Inc. | | | | Senior Secured | | 13.5% | | | | 826,350 | | | 769,711 | | | 769,711 | | | 12/1/2025 |
| Holo, Inc. | | | | Senior Secured | | 15.5% | | | | 486,194 | | | 472,810 | | | 472,810 | | | 5/1/2026 |
| Holo, Inc. Subtotal | | | | | | | | | | 1,312,544 | | | 1,242,521 | | | 1,242,521 | | | |
| Hyphen Technologies, Inc. | | | | Senior Secured | | 11.5% | | | | 2,737,343 | | | 2,644,141 | | | 2,644,141 | | | 3/1/2026 |
| Hyphen Technologies, Inc. | | | | Senior Secured | | 12.0% | | | | 644,888 | | | 635,125 | | | 635,125 | | | 7/1/2024 |
| Hyphen Technologies, Inc. Subtotal | | | | | | | | | | 3,382,231 | | | 3,279,266 | | | 3,279,266 | | | |
| Intuition Robotics, Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 1,982,991 | | | 1,927,316 | | | 1,927,316 | | | 11/1/2025 |
| Invert Robotics Group, Ltd. ** ^ | | | | Senior Secured | | 13.0% | | | | 935,240 | | | 900,588 | | | 900,588 | | | 1/1/2025 |
| Joy Memories, Inc | | | | Senior Secured | | 12.0% | | | | 1,235,303 | | | 1,158,922 | | | 1,158,922 | | | 12/1/2025 |
| Kibeam Learning, Inc. | | | | Senior Secured | | 11.5% | | | | 656,577 | | | 633,002 | | | 633,002 | | | 6/1/2025 |
| Lacuna Technologies, Inc. | | | | Senior Secured | | 12.0% | | | | 3,432,568 | | | 3,240,601 | | | — | | | * |
| LendTable Inc. | | | | Senior Secured | | 13.5% | | | | 1,828,989 | | | 1,751,544 | | | 1,751,544 | | | 3/1/2026 |
| LendTable Inc. | | | | Senior Secured | | 14.8% | | | | 1,500,000 | | | 1,469,096 | | | 1,469,096 | | | 9/1/2026 |
| LendTable Inc. Subtotal | | | | | | | | | | 3,328,989 | | | 3,220,640 | | | 3,220,640 | | | |
| Literati, Inc. | | | | Senior Secured | | 11.3% | | | | 6,548,474 | | | 6,397,107 | | | 6,397,107 | | | 3/1/2026 |
| Logistech Solutions Pte. Ltd. ** ^ | | | | Senior Secured | | 12.8% | | | | 1,000,000 | | | 981,817 | | | 981,817 | | | 10/1/2026 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Industry | Borrower | | Percent of Net Assets (a) | | Collateral | | Interest Rate (b) | | End of Term Payment (c) | | Principal | | Cost | | Fair Value (d) | | Final Maturity Date |
| Logistech Solutions Pte. Ltd. ** ^ | | | | Senior Secured | | 11.5% | | | | 411,295 | | | 357,702 | | | 357,702 | | | 12/1/2025 |
| Logistech Solutions Pte. Ltd. Subtotal ** ^ | | | | | | | | | | 1,411,295 | | | 1,339,519 | | | 1,339,519 | | | |
| Mavenform, Inc. | | | | Senior Secured | | 11.0% | | | | 375,896 | | | 372,103 | | | 372,103 | | | 10/1/2025 |
| Mavenform, Inc. | | | | Senior Secured | | 11.5% | | | | 221,127 | | | 218,898 | | | 218,898 | | | 6/1/2024 |
| Mavenform, Inc. | | | | Senior Secured | | 11.5% | | | | 313,405 | | | 310,943 | | | 310,943 | | | 6/1/2025 |
| Mavenform, Inc. | | | | Senior Secured | | 11.0% | | | | 986,918 | | | 966,038 | | | 966,038 | | | 7/1/2025 |
| Mavenform, Inc. Subtotal | | | | | | | | | | 1,897,346 | | | 1,867,982 | | | 1,867,982 | | | |
| Merlin Labs, Inc. | | | | Senior Secured | | 11.0% | | | | 1,606,760 | | | 1,570,011 | | | 1,570,011 | | | 6/1/2025 |
| MinoMonsters, Inc. ** ^ | | | | Senior Secured | | 11.5% | | | | 904,417 | | | 894,738 | | | 894,738 | | | 10/1/2024 |
| Momentus Space LLC ** | | | | Senior Secured | | 12.0% | | | | 2,292,963 | | | 2,285,030 | | | 2,285,030 | | | 2/1/2024 |
| Natomas Labs, Inc. | | | | Senior Secured | | 13.3% | | | | 4,407,183 | | | 4,167,612 | | | 4,167,612 | | | 9/1/2025 |
| Noteleaf, Inc. | | | | Senior Secured | | 18.0% | | | | 2,277,124 | | | 1,836,011 | | | — | | | * |
| Ocho Holdings Co. | | | | Senior Secured | | 11.3% | | | | 482,259 | | | 499,616 | | | 499,616 | | | 12/1/2024 |
| OnePointOne, Inc. | | | | Senior Secured | | 12.0% | | | | 151,028 | | | 150,032 | | | 150,032 | | | 2/1/2024 |
| OnePointOne, Inc. | | | | Senior Secured | | 12.0% | | | | 151,109 | | | 150,780 | | | 150,780 | | | 2/1/2024 |
| OnePointOne, Inc. Subtotal | | | | | | | | | | 302,137 | | | 300,812 | | | 300,812 | | | |
| Phase Four, Inc. | | | | Senior Secured | | 11.5% | | | | 645,144 | | | 631,219 | | | 631,219 | | | 12/1/2024 |
| Phase Four, Inc. | | | | Senior Secured | | 11.5% | | | | 690,634 | | | 682,050 | | | 682,050 | | | 8/1/2025 |
| Phase Four, Inc. Subtotal | | | | | | | | | | 1,335,778 | | | 1,313,269 | | | 1,313,269 | | | |
| Plant Prefab, Inc. | | | | Senior Secured | | 11.0% | | | | 789,927 | | | 784,016 | | | 784,016 | | | 11/1/2024 |
| Plant Prefab, Inc. | | | | Senior Secured | | 12.4% | | | | 1,236,363 | | | 1,174,111 | | | 1,174,111 | | | 12/1/2025 |
| Plant Prefab, Inc. | | | | Senior Secured | | 11.0% | | | | 873,346 | | | 858,280 | | | 858,280 | | | 8/1/2024 |
| Plant Prefab, Inc. Subtotal | | | | | | | | | | 2,899,636 | | | 2,816,407 | | | 2,816,407 | | | |
| PlantBaby, Inc. | | | | Senior Secured | | 13.8% | | | | 107,087 | | | 96,231 | | | 96,231 | | | 1/1/2026 |
| PlantBaby, Inc. | | | | Senior Secured | | 12.0% | | | | 95,285 | | | 93,485 | | | 93,485 | | | 10/1/2025 |
| PlantBaby, Inc. | | | | Senior Secured | | 12.0% | | | | 150,836 | | | 143,047 | | | 143,047 | | | 5/1/2025 |
| PlantBaby, Inc. | | | | Senior Secured | | 14.3% | | | | 121,495 | | | 117,614 | | | 117,614 | | | 5/1/2026 |
| PlantBaby, Inc. | | | | Senior Secured | | 12.0% | | | | 83,466 | | | 82,084 | | | 82,084 | | | 7/1/2025 |
| PlantBaby, Inc. Subtotal | | | | | | | | | | 558,169 | | | 532,461 | | | 532,461 | | | |
| Platform Science, Inc. | | | | Senior Secured | | 12.5% | | | | 4,421,154 | | | 4,179,690 | | | 4,179,690 | | | 2/1/2026 |
| Platform Science, Inc. | | | | Senior Secured | | 12.5% | | | | 4,567,377 | | | 4,506,939 | | | 4,506,939 | | | 3/1/2026 |
| Platform Science, Inc. Subtotal | | | | | | | | | | 8,988,531 | | | 8,686,629 | | | 8,686,629 | | | |
| Privoro Holdings, Inc. | | | | Senior Secured | | 12.0% | | | | 275,766 | | | 273,403 | | | 273,403 | | | 4/1/2024 |
| Reali Inc. | | | | Senior Secured | | 12.5% | | | | 11,275,525 | | | 8,533,922 | | | 23,751 | | | * |
| Rise Gardens, Inc. | | | | Senior Secured | | 11.8% | | | | 500,000 | | | 491,113 | | | 343,184 | | | 10/1/2026 |
| Rise Gardens, Inc. | | | | Senior Secured | | 11.8% | | | | 792,662 | | | 769,831 | | | 537,948 | | | 11/1/2025 |
| Rise Gardens, Inc. Subtotal | | | | | | | | | | 1,292,662 | | | 1,260,944 | | | 881,132 | | | |
| Romaine Empire, Inc. | | | | Senior Secured | | 13.5% | | | | 8,887,530 | | | 8,586,100 | | | 8,586,100 | | | 12/1/2027 |
| Setex Technologies, Inc. | | | | Senior Secured | | 12.3% | | | | 367,247 | | | 356,513 | | | 356,513 | | | 8/1/2024 |
| SISU Aesthetics Clinic, Inc. ** ^ | | | | Senior Secured | | 13.5% | | | | 943,438 | | | 912,621 | | | 912,621 | | | 4/1/2026 |
| SISU Aesthetics Clinic, Inc. ** ^ | | | | Senior Secured | | 14.0% | | | | 728,903 | | | 723,510 | | | 723,510 | | | 5/1/2026 |
| SISU Aesthetics Clinic, Inc. Subtotal ** ^ | | | | | | | | | | 1,672,341 | | | 1,636,131 | | | 1,636,131 | | | |
| SMS OPCO LLC | | | | Senior Secured | | 8.0% | | | | 29,942 | | | 11,192 | | | — | | | * |
| Supplant, Inc. ** ^ | | | | Senior Secured | | 16.0% | | | | 500,000 | | | 489,453 | | | 489,453 | | | 12/1/2026 |
| Supplant, Inc. ** ^ | | | | Senior Secured | | 13.0% | | | | 2,000,000 | | | 1,917,423 | | | 1,917,423 | | | 7/1/2026 |
| Supplant, Inc. Subtotal ** ^ | | | | | | | | | | 2,500,000 | | | 2,406,876 | | | 2,406,876 | | | |
| Sustainable Living Partners, LLC | | | | Senior Secured | | 12.5% | | | | 13,689,730 | | | 12,816,811 | | | 12,816,811 | | | * |
| The Farm Project, PBC. | | | | Senior Secured | | 12.0% | | | | 2,617,147 | | | 2,575,221 | | | 2,575,221 | | | 1/1/2025 |
| The Safe and Fair Food Company LLC | | | | Senior Secured | | 12.3% | | | | 758,271 | | | 731,681 | | | 731,681 | | | 9/1/2024 |
| TheSquareFoot, Inc. | | | | Senior Secured | | 18.0% | | | | 628,478 | | | 325,058 | | | — | | | * |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Industry | Borrower | | Percent of Net Assets (a) | | Collateral | | Interest Rate (b) | | End of Term Payment (c) | | Principal | | Cost | | Fair Value (d) | | Final Maturity Date |
| Titan Health & Security Technologies, Inc. | | | | Senior Secured | | 12.0% | | | | 1,048,969 | | | 1,018,428 | | | 1,018,428 | | | 8/1/2025 |
| TLNT Inc. | | | | Senior Secured | | 15.8% | | | | 312,500 | | | 304,453 | | | 190,530 | | | 2/1/2027 |
| TLNT Inc. | | | | Senior Secured | | 14.3% | | | | 353,987 | | | 325,391 | | | 203,633 | | | 4/1/2026 |
| TLNT Inc. | | | | Senior Secured | | 15.3% | | | | 312,500 | | | 305,936 | | | 191,458 | | | 8/1/2026 |
| TLNT Inc. | | | | Senior Secured | | 14.8% | | | | 118,039 | | | 115,912 | | | 72,539 | | | 4/1/2026 |
| TLNT Inc. Subtotal | | | | | | | | | | 1,097,026 | | | 1,051,692 | | | 658,160 | | | |
| Umbra Lab, Inc. | | | | Senior Secured | | 13.5% | | | | 4,717,188 | | | 4,583,466 | | | 4,583,466 | | | 4/1/2026 |
| Umbra Lab, Inc. | | | | Senior Secured | | 12.0% | | | | 1,110,816 | | | 1,101,946 | | | 1,101,946 | | | 6/1/2024 |
| Umbra Lab, Inc. | | | | Senior Secured | | 12.0% | | | | 1,110,412 | | | 1,102,605 | | | 1,102,605 | | | 6/1/2024 |
| Umbra Lab, Inc. Subtotal | | | | | | | | | | 6,938,416 | | | 6,788,017 | | | 6,788,017 | | | |
| Velo Holdings Limited | | | | Senior Secured | | 12.0% | | | | 2,471,720 | | | 1,362,429 | | | 1,362,429 | | | * |
| Virtuix Holdings, Inc. | | | | Senior Secured | | 12.3% | | | | 365,971 | | | 358,553 | | | 358,553 | | | 9/1/2025 |
| Wellth, Inc. | | | | Senior Secured | | 12.0% | | | | 705,341 | | | 676,303 | | | 676,303 | | | 4/1/2025 |
| Wellth, Inc. | | | | Senior Secured | | 12.0% | | | | 423,265 | | | 416,804 | | | 416,804 | | | 4/1/2025 |
| Wellth, Inc. Subtotal | | | | | | | | | | 1,128,606 | | | 1,093,107 | | | 1,093,107 | | | |
| Wheels Labs, Inc. ** | | | | Senior Secured | | 12.0% | | | | 700,000 | | | 700,000 | | | 498,994 | | | * |
| World Wrapps II, Inc. | | | | Senior Secured | | 12.0% | | | | 111,028 | | | 105,072 | | | 105,072 | | | 6/1/2024 |
| World Wrapps II, Inc. | | | | Senior Secured | | 12.0% | | | | 111,036 | | | 111,036 | | | 111,036 | | | 6/1/2024 |
| World Wrapps II, Inc. | | | | Senior Secured | | 12.0% | | | | 111,166 | | | 111,166 | | | 111,166 | | | 6/1/2024 |
| World Wrapps II, Inc. Subtotal | | | | | | | | | | 333,230 | | | 327,274 | | | 327,274 | | | |
| Zeno Technologies, Inc. | | | | Senior Secured | | 10.0% | | | | 165,526 | | | 165,525 | | | 165,525 | | | 7/1/2025 |
| Zeno Technologies, Inc. | | | | Senior Secured | | 10.0% | | | | 165,526 | | | 155,757 | | | 155,757 | | | 7/1/2025 |
| Zeno Technologies, Inc. Subtotal | | | | | | | | | | 331,052 | | | 321,282 | | | 321,282 | | | |
| Zimeno Inc. | | | | Senior Secured | | 11.5% | | | | 5,331,391 | | | 5,114,486 | | | 5,114,486 | | | 1/1/2026 |
| Zimeno Inc. | | | | Senior Secured | | 11.5% | | | | 6,250,000 | | | 6,136,157 | | | 6,136,157 | | | 10/1/2026 |
| Zimeno Inc. Subtotal | | | | | | | | | | 11,581,391 | | | 11,250,643 | | | 11,250,643 | | | |
Other Technology Total | | | 75.8% | | | | | | | | $ | 178,296,191 | | | $ | 167,462,148 | | | $ | 142,995,711 | | | |
| | | | | | | | | | | | | | | | | |
Security | | | | | | | | | | | | | | | | | |
| Axiado Corporation | | | | Senior Secured | | 10.5% | | | | $ | 1,849,112 | | | $ | 1,762,565 | | | $ | 1,762,565 | | | 10/1/2025 |
| Axiado Corporation | | | | Senior Secured | | 10.5% | | | | 1,849,112 | | | 1,849,098 | | | 1,849,098 | | | 10/1/2025 |
| Axiado Corporation Subtotal | | | | | | | | | | 3,698,224 | | | 3,611,663 | | | 3,611,663 | | | |
| Lassen Peak, Inc. | | | | Senior Secured | | 11.0% | | | | 109,199 | | | 107,258 | | | 107,258 | | | 8/1/2024 |
| Popily, Inc. | | | | Senior Secured | | 12.5% | | | | 1,998,517 | | | 1,559,440 | | | 50,722 | | | * |
Security Total | | | 2.0% | | | | | | | | $ | 5,805,940 | | | $ | 5,278,361 | | | $ | 3,769,643 | | | |
| | | | | | | | | | | | | | | | | |
Software | | | | | | | | | | | | | | | | | |
| Abacum Inc. ** ^ | | | | Senior Secured | | 13.5% | | | | $ | 1,500,000 | | | $ | 1,404,738 | | | $ | 1,404,738 | | | 10/1/2026 |
| Afero, Inc. | | | | Senior Secured | | 12.3% | | | | 95,118 | | | 94,408 | | | 94,408 | | | 1/1/2024 |
| BackboneAI Inc. | | | | Senior Secured | | 12.3% | | | | 134,312 | | | 133,684 | | | 130,791 | | | 8/1/2024 |
| Bizly, Inc. | | | | Senior Secured | | 12.5% | | | | 1,636,661 | | | 1,600,527 | | | 1,600,527 | | | 12/1/2025 |
| BlueCart, Inc. | | | | Senior Secured | | 14.8% | | | | 221,804 | | | 216,774 | | | 216,774 | | | 2/1/2026 |
| BlueCart, Inc. | | | | Senior Secured | | 12.5% | | | | 1,326,346 | | | 1,263,830 | | | 1,263,830 | | | 2/1/2026 |
| BlueCart, Inc. Subtotal | | | | | | | | | | 1,548,150 | | | 1,480,604 | | | 1,480,604 | | | |
| Canopy Technology Corp. | | | | Senior Secured | | 13.5% | | | | 1,194,573 | | | 1,139,432 | | | 1,139,432 | | | 11/1/2025 |
| Canopy Technology Corp. | | | | Senior Secured | | 15.0% | | | | 916,006 | | | 899,683 | | | 899,683 | | | 3/1/2026 |
| Canopy Technology Corp. Subtotal | | | | | | | | | | 2,110,579 | | | 2,039,115 | | | 2,039,115 | | | |
| Chowbus, Inc. | | | | Senior Secured | | 12.0% | | | | 2,625,783 | | | 2,449,576 | | | 2,449,576 | | | 3/1/2025 |
| Common Sun, Inc | | | | Senior Secured | | 11.0% | | | | 500,000 | | | 499,995 | | | 499,995 | | | 1/1/2027 |
| Common Sun, Inc | | | | Senior Secured | | 11.0% | | | | 1,320,637 | | | 1,262,731 | | | 1,262,731 | | | 7/1/2026 |
| Common Sun, Inc Subtotal | | | | | | | | | | 1,820,637 | | | 1,762,726 | | | 1,762,726 | | | |
| Eskalera, Inc. | | | | Senior Secured | | 12.0% | | | | 1,481,557 | | | 1,428,773 | | | 1,428,773 | | | 10/1/2026 |
| Form Remodel, Inc. | | | | Senior Secured | | 11.0% | | | | 410,822 | | | 383,743 | | | 383,743 | | | 12/1/2025 |
| Form Remodel, Inc. | | | | Senior Secured | | 11.0% | | | | 441,105 | | | 436,137 | | | 436,137 | | | 2/1/2026 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Industry | Borrower | | Percent of Net Assets (a) | | Collateral | | Interest Rate (b) | | End of Term Payment (c) | | Principal | | Cost | | Fair Value (d) | | Final Maturity Date |
| Form Remodel, Inc. | | | | Senior Secured | | 11.0% | | | | 500,000 | | | 493,526 | | | 493,526 | | | 6/1/2026 |
| Form Remodel, Inc. | | | | Senior Secured | | 11.0% | | | | 500,000 | | | 492,701 | | | 492,701 | | | 8/1/2026 |
| Form Remodel, Inc. Subtotal | | | | | | | | | | 1,851,927 | | | 1,806,107 | | | 1,806,107 | | | |
| FutureProof Technologies, Inc. | | | | Senior Secured | | 13.5% | | | | 1,000,000 | | | 943,769 | | | 943,769 | | | 6/1/2026 |
| Grokker, Inc. | | | | Senior Secured | | 11.5% | | | | 453,850 | | | 445,992 | | | 445,992 | | | 3/1/2025 |
| Grokker, Inc. | | | | Senior Secured | | 11.5% | | | | 403,473 | | | 393,586 | | | 393,586 | | | 4/1/2026 |
| Grokker, Inc. Subtotal | | | | | | | | | | 857,323 | | | 839,578 | | | 839,578 | | | |
| HaystacksAI, Inc. | | | | Senior Secured | | 11.0% | | | | 426,099 | | | 426,099 | | | 426,099 | | | 1/1/2026 |
| HaystacksAI, Inc. | | | | Senior Secured | | 11.0% | | | | 426,099 | | | 404,188 | | | 404,188 | | | 1/1/2026 |
| HaystacksAI, Inc. Subtotal | | | | | | | | | | 852,198 | | | 830,287 | | | 830,287 | | | |
| Hoken Holdings Inc. | | | | Senior Secured | | 13.0% | | | | 607,201 | | | 556,766 | | | 556,766 | | | 5/1/2026 |
| Journey Builders, Inc. | | | | Senior Secured | | 12.5% | | | | 942,299 | | | 901,246 | | | 901,246 | | | 8/1/2026 |
| Ketch Kloud, Inc. | | | | Senior Secured | | 13.0% | | | | 7,000,000 | | | 6,739,524 | | | 6,739,524 | | | 10/1/2026 |
| Ocurate, Inc. | | | | Senior Secured | | 11.5% | | | | 380,556 | | | 367,489 | | | 367,489 | | | 10/1/2025 |
| Ocurate, Inc. | | | | Senior Secured | | 11.5% | | | | 380,556 | | | 376,162 | | | 376,162 | | | 10/1/2025 |
| Ocurate, Inc. Subtotal | | | | | | | | | | 761,112 | | | 743,651 | | | 743,651 | | | |
| Overalls, Inc. | | | | Senior Secured | | 13.5% | | | | 471,719 | | | 442,548 | | | 442,548 | | | 4/1/2026 |
| Overalls, Inc. | | | | Senior Secured | | 15.5% | | | | 236,209 | | | 236,209 | | | 236,209 | | | 4/1/2026 |
| Overalls, Inc. Subtotal | | | | | | | | | | 707,928 | | | 678,757 | | | 678,757 | | | |
| Parkoursc, Inc. | | | | Senior Secured | | 12.0% | | | | 226,953 | | | 226,084 | | | 226,084 | | | 9/1/2024 |
| Ratio Technologies, Inc. | | | | Senior Secured | | 11.0% | | | | 430,449 | | | 424,310 | | | 424,310 | | | 1/1/2027 |
| Ratio Technologies, Inc. | | | | Senior Secured | | 11.0% | | | | 180,104 | | | 149,795 | | | 149,795 | | | 1/1/2027 |
| Ratio Technologies, Inc. | | | | Senior Secured | | 11.0% | | | | 1,190,488 | | | 1,173,736 | | | 1,173,736 | | | 1/1/2027 |
| Ratio Technologies, Inc. Subtotal | | | | | | | | | | 1,801,041 | | | 1,747,841 | | | 1,747,841 | | | |
| Safe Securities Inc. | | | | Senior Secured | | 11.5% | | | | 797,813 | | | 788,287 | | | 788,287 | | | 4/1/2026 |
| Safe Securities Inc. | | | | Senior Secured | | 11.5% | | | | 3,707,507 | | | 3,620,387 | | | 3,620,387 | | | 9/1/2025 |
| Safe Securities Inc. Subtotal | | | | | | | | | | 4,505,320 | | | 4,408,674 | | | 4,408,674 | | | |
| SF Insuretech, Inc. | | | | Senior Secured | | 13.5% | | | | 988,750 | | | 988,750 | | | 988,750 | | | 11/1/2026 |
| SF Insuretech, Inc. | | | | Senior Secured | | 13.5% | | | | 1,920,296 | | | 1,701,661 | | | 1,701,661 | | | 5/1/2026 |
| SF Insuretech, Inc. | | | | Senior Secured | | 11.8% | | | | 878,326 | | | 866,253 | | | 866,253 | | | 8/1/2024 |
| SF Insuretech, Inc. | | | | Senior Secured | | 13.5% | | | | 988,431 | | | 988,431 | | | 988,431 | | | 9/1/2026 |
| SF Insuretech, Inc. Subtotal | | | | | | | | | | 4,775,803 | | | 4,545,095 | | | 4,545,095 | | | |
| Swiftly Systems, Inc. | | | | Senior Secured | | 11.5% | | | | 992,459 | | | 975,741 | | | 975,741 | | | 1/1/2025 |
| Swiftly Systems, Inc. | | | | Senior Secured | | 11.5% | | | | 1,548,309 | | | 1,475,261 | | | 1,475,261 | | | 10/1/2024 |
| Swiftly Systems, Inc. Subtotal | | | | | | | | | | 2,540,768 | | | 2,451,002 | | | 2,451,002 | | | |
| Terragon, Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 93,038 | | | 87,637 | | | 87,637 | | | 5/1/2024 |
| Traction Apps, Inc. ** ^ | | | | Senior Secured | | 12.0% | | | | 676,801 | | | 650,923 | | | 650,923 | | | 6/1/2026 |
| Truthset, Inc. | | | | Senior Secured | | 12.5% | | | | 316,907 | | | 291,452 | | | 291,452 | | | 9/1/2024 |
| UCM Digital Health, Inc. | | | | Senior Secured | | 12.5% | | | | 1,482,990 | | | 1,399,404 | | | 1,399,404 | | | 4/1/2026 |
| Vesta Housing, Inc. | | | | Senior Secured | | 11.8% | | | | 1,178,533 | | | 1,155,197 | | | 1,155,197 | | | 6/1/2026 |
| Vesta Housing, Inc. | | | | Senior Secured | | 11.8% | | | | 1,178,533 | | | 1,113,411 | | | 1,113,411 | | | 6/1/2026 |
| Vesta Housing, Inc. Subtotal | | | | | | | | | | 2,357,066 | | | 2,268,608 | | | 2,268,608 | | | |
| WorkRails, Inc. | | | | Senior Secured | | 12.0% | | | | 455,117 | | | 369,727 | | | 68,278 | | | * |
| Workspot, Inc. | | | | Senior Secured | | 12.0% | | | | 112,755 | | | 112,008 | | | 112,008 | | | 3/1/2024 |
Software Total | | | 23.7% | | | | | | | | $ | 46,877,344 | | | $ | 44,992,291 | | | $ | 44,687,949 | | | |
| | | | | | | | | | | | | | | | | |
Technology Services | | | | | | | | | | | | | | | | | |
| iLearningEngines Inc. | | | | Senior Secured | | 11.5% | | | | $ | 927,277 | | | $ | 910,395 | | | $ | 910,395 | | | 1/1/2025 |
| iLearningEngines Inc. | | | | Senior Secured | | 11.5% | | | | 2,109,706 | | | 2,063,191 | | | 2,063,191 | | | 1/1/2026 |
| iLearningEngines Inc. | | | | Senior Secured | | 11.5% | | | | 904,731 | | | 600,569 | | | 600,569 | | | 10/1/2024 |
| iLearningEngines Inc. | | | | Senior Secured | | 11.5% | | | | 1,407,609 | | | 1,360,828 | | | 1,360,828 | | | 4/1/2025 |
| iLearningEngines Inc. | | | | Senior Secured | | 11.5% | | | | 1,770,172 | | | 1,733,026 | | | 1,733,026 | | | 6/1/2024 |
| iLearningEngines Inc. | | | | Senior Secured | | 11.5% | | | | 1,727,221 | | | 1,695,265 | | | 1,695,265 | | | 8/1/2025 |
| iLearningEngines Inc. Subtotal | | | | | | | | | | 8,846,716 | | | 8,363,274 | | | 8,363,274 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Industry | Borrower | | Percent of Net Assets (a) | | Collateral | | Interest Rate (b) | | End of Term Payment (c) | | Principal | | Cost | | Fair Value (d) | | Final Maturity Date |
| Klar Holdings Limited ** ^ | | | | Senior Secured | | 12.0% | | | | 555,388 | | | 547,459 | | | 547,459 | | | 6/1/2024 |
| Klar Holdings Limited ** ^ | | | | Senior Secured | | 12.0% | | 3.0% | | 798,776 | | | 794,348 | | | 794,348 | | | 8/1/2024 |
| Klar Holdings Limited ** ^ | | | | Senior Secured | | 11.8% | | | | 3,455,849 | | | 3,323,072 | | | 3,323,072 | | | 8/1/2025 |
| Klar Holdings Limited Subtotal ** ^ | | | | | | | | | | 4,810,013 | | | 4,664,879 | | | 4,664,879 | | | |
| Loansnap Holdings Inc. ** | | | | Senior Secured | | 10.3% | | | | 3,982,300 | | | 3,782,386 | | | 2,537,800 | | | * |
Technology Services Total | | | 8.2% | | | | | | | | $ | 17,639,029 | | | $ | 16,810,539 | | | $ | 15,565,953 | | | |
| | | | | | | | | | | | | | | | | |
Wireless | | | | | | | | | | | | | | | | | |
| AirVine Scientific, Inc. | | | | Senior Secured | | 10.8% | | | | $ | 137,457 | | | $ | 136,703 | | | $ | 136,703 | | | 6/1/2024 |
| AirVine Scientific, Inc. | | | | Senior Secured | | 10.8% | | | | 137,388 | | | 135,628 | | | 135,628 | | | 6/1/2024 |
| AirVine Scientific, Inc. Subtotal | | | | | | | | | | 274,845 | | | 272,331 | | | 272,331 | | | |
| Juvo Mobile, Inc. ** | | | | Senior Secured | | 15.5% | | | | 500,000 | | | 489,833 | | | 489,833 | | | 7/1/2026 |
| Juvo Mobile, Inc. ** | | | | Senior Secured | | 12.0% | | | | 1,500,000 | | | 1,436,390 | | | 1,436,390 | | | 7/1/2026 |
| Juvo Mobile, Inc. Subtotal ** | | | | | | | | | | 2,000,000 | | | 1,926,223 | | | 1,926,223 | | | |
| MeshPlusPlus, Inc. | | | | Senior Secured | | 12.5% | | | | 84,976 | | | 84,148 | | | 84,148 | | | 3/1/2024 |
| MeshPlusPlus, Inc. | | | | Senior Secured | | 12.5% | | | | 55,783 | | | 55,474 | | | 55,474 | | | 6/1/2024 |
| MeshPlusPlus, Inc. Subtotal | | | | | | | | | | 140,759 | | | 139,622 | | | 139,622 | | | |
Wireless Total | | | 1.2% | | | | | | | | $ | 2,415,604 | | | $ | 2,338,176 | | | $ | 2,338,176 | | | |
| | | | | | | | | | | | | | | | | |
| Grand Total | | 160.5% | | | | | | | | $ | 374,151,262 | | | $ | 350,627,997 | | | $ | 302,804,781 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Ticker Symbol | | Percent of Net Assets | | Cost | | Fair Value |
Cash Equivalents | | | | | | | | | | |
First American Government Obligations Fund - Class Z | | | | FGZXX | | 11.1% | | $ | 21,017,408 | | | $ | 21,017,408 | |
Total Cash Equivalents | | | | | | | | | 11.1% | | $ | 21,017,408 | | | $ | 21,017,408 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Description and terms of payments to be received from another party | | Description and terms of payments to be paid to another party | | Counterparty | | Maturity Date | | Notional Amount | | Fair Value | | Upfront payments/receipts | | Unrealized appreciation (e) |
Derivative Instruments - Interest Rate Collar | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Floating interest rate of USD-SOFR with a cap rate of 1.36% to be received monthly | | Floating interest rate of USD-SOFR with a floor rate of 0.42% to be paid monthly | | Zions Bancorporation, N.A. | | 6/30/2025 | | $ | 50,000,000 | | | $ | 2,187,231 | | | $ | — | | | $ | 2,187,231 | |
Floating interest rate of USD-SOFR with a cap rate of 2.11% to be received monthly | | Floating interest rate of USD-SOFR with a floor rate of 0.53% to be paid monthly | | Zions Bancorporation, N.A. | | 3/18/2024 | | 90,000,000 | | | 861,946 | | | — | | | 861,946 | |
Total Derivative Instruments | | | | | | $ | 140,000,000 | | | $ | 3,049,177 | | | $ | — | | | $ | 3,049,177 | |
* As of December 31, 2023, loans with a cost basis of $77.7 million and a fair value of $32.9 million were classified as non-accrual. These loans have been accelerated from their original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no interest income has been recognized.
**Indicates assets that the Fund deems “non-qualifying assets.” As of December 31, 2023, 13.3% of the Fund’s total assets represented non-qualifying assets. Under Section 55(a) of the 1940 Act, the Fund is prohibited from acquiring any additional non-qualifying assets unless, at the time of acquisition, certain specified qualifying assets (e.g., securities issued by an “eligible portfolio company,” as defined in Section 2(a)(46)) represent at least 70% of its total assets. As part of this calculation, the numerator consists of the fair value of the Fund's investments in all eligible portfolio companies, and the denominator consists of total assets less those assets described in Section 55(a)(7) of the 1940 Act.
^ Entity is not domiciled in the United States and does not have its principal place of business in the United States.
(a) The percentage of net assets that each industry group represents is shown with the industry totals (the sum of the percentages does not equal 100% because the percentages are based on net assets as opposed to total loans).
(b) The interest rate is the designated annual interest rate exclusive of any original issue discount, fees or end of term payment.
(c) The end of term payments are contractually due on the maturity date and are in addition to the interest rate shown. End of term payments are the percentage of the final payment divided by the original loan amount and are amortized over the full term of the loan.
(d) There is no readily available market price or secondary market for the Fund’s loan investments, hence the Manager determines fair value of all loan investments presented in the Condensed Schedule of Investments based on a most advantageous market and the estimates may include the use of significant unobservable inputs.
(e) The unrealized appreciation was valued using prices or valuation based on observable inputs other than quoted price in active markets for identical assets and liabilities. See “Note 3. Fair Value Disclosures” for more information.
As of December 31, 2023, all loans were made to non-affiliates.
See notes to condensed financial statements (unaudited).
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VENTURE LENDING & LEASING IX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1.ORGANIZATION AND OPERATIONS OF THE FUND
Venture Lending & Leasing IX, Inc. (the “Fund”) was incorporated in Maryland on June 28, 2017 as a non-diversified, closed-end management investment company that elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and is managed by Westech Investment Advisors LLC (the “Manager” or “Management”). All of the issued and outstanding membership interests of the Manager were acquired by P10 Intermediate Holdings LLC, a Delaware limited liability company whose ultimate parent is P10, Inc., a Delaware corporation (together, “P10”) on October 13, 2022 (the “Transaction”). The management of day-to-day operations of the Manager remains substantially unchanged and continues to be directed by the Manager’s personnel following the closing of the Transaction.
The Fund will be dissolved on December 31, 2028 unless the Board of Directors (the “Board”) opts to elect early dissolution. One hundred percent of the stock of the Fund is held by Venture Lending & Leasing IX, LLC (the “Company”). Prior to commencing operations on May 2, 2018, the Fund had no operations other than accruing organizational expenses and the sale to the Company of 100,000 shares of common stock, $0.001 par value for $25,000 in June 2017. This issuance of stock was a requirement to apply for a finance lender’s license from the California Commissioner of Corporations, which was obtained on September 22, 2017.
The Fund’s investment objective is to achieve superior risk-adjusted investment returns and it seeks to achieve that objective by providing debt financing to portfolio companies, most of which are private. The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments and generally distributes these warrants to its shareholder upon receipt, or soon thereafter. The Fund also has guidelines for the percentages of total assets that are invested in different types of assets. The portfolio investments of the Fund primarily consist of debt financing to early and expansion stage venture capital-backed technology companies.
In the Manager’s opinion, the accompanying condensed interim financial statements (hereafter referred to as “financial statements”) include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of financial position and results of operations for interim periods. Certain information and note disclosures normally included in audited annual financial statements prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) have been omitted; however, the Fund believes that the disclosures made are adequate to make the information presented not misleading. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of what the results would be for a full year. These financial statements should be read in conjunction with the financial statements and the notes included in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2023.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting and Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. As an investment company, the Fund follows accounting and reporting guidance as set forth in Topic 946 (“Financial Services - Investment Companies”) of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, as amended (“ASC”).
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and money market mutual funds with maturities of, or the ability to redeem or liquidate holdings, within 90 days or less. Cash and cash equivalents are held in three bank accounts with two financial institutions, Mitsubishi UFJ Financial Group, Inc. ("MUFG Bank") and U.S. Bank National Association ("US Bank"), and as a result are subject to custodial concentration risk for cash and cash equivalents. Any cash held at US Bank in excess of the Federal Deposit Insurance Corporation (“FDIC”) limit of $250,000 is uninsured by the FDIC, while all cash held at MUFG Bank is uninsured by the FDIC. Money market mutual funds held as cash equivalents are valued at their most recently traded net asset value. Within cash and cash equivalents, as of September 30, 2024, the Fund held 12,480,293 units in the First American Government Obligations Fund Class Z (Ticker Symbol: FGZXX) valued at $1 per unit at a yield of 4.78% and $500,000 in cash, which together represented 9.78% of the net assets of the Fund. Within cash and cash equivalents, as of December 31, 2023, the Fund held 21,017,408 units in the First American Government Obligations Fund Class Z (Ticker Symbol: FGZXX) valued at $1 per unit at a yield of 5.26%, and $500,000 in cash, which together represented 11.40% of the net assets of the Fund.
Interest on Loans
Interest income on loans is recognized on an accrual basis using the effective interest method including amounts resulting from the accretion of discount on loans included as additional compensation as part of the loan agreements. Additionally, fees received as part of the transaction are added to the loan discount and accreted over the life of the loan.
Realized Gains and Losses from Loans
Realized gains or losses on the sale of loans are computed using the difference between the amortized cost and the sales proceeds. Realized losses on loan write-offs are recognized when management determines that a loan is uncollectible.
Investment Valuation
The Fund accounts for loans for which market quotations are not readily available at fair value as determined in good faith by the Manager, who has been appointed as the Fund's valuation designee, pursuant to Rule 2a-5 under the 1940 Act. Subject to the oversight of the Fund's Board, all valuations are determined under the direction of the Manager, in accordance with the valuation methods described below and Rule 2a-5.
As of September 30, 2024 and December 31, 2023, the financial statements included nonmarketable investments of $174.5 million and $302.8 million, respectively (or 91.0% and 90.8% of total assets, respectively), with the fair values determined by the Manager in the absence of readily determinable market values. Because of the inherent uncertainty of these valuations, estimated fair values of such investments may differ significantly from the fair values that would have been used had a readily available market for the securities existed, and the differences could be material. Below is the information used by the Manager in making these estimates.
Loans
The Fund defines fair value as the price that would be received to sell an asset or paid to lower a liability in an orderly transaction between market participants at the measurement date. Because there is no readily available market price and no secondary market for substantially all of the debt investments made by the Fund in its borrowing portfolio companies, Management determines fair value based on a transaction that would occur in the most advantageous market, and on several factors related to each borrower, including, but not limited to, the borrower’s payment history, available cash and “burn rate,” revenues, net income or loss, the likelihood that the borrower will be able to secure additional financing in the future, and an evaluation of the general interest rate environment. The amount of any valuation adjustment considers the estimated amount and timing of cash payments of principal and interest from the borrower and/or liquidation analysis and is determined based upon a credit analysis of the borrower and an analysis of the expected recovery from the borrower, including consideration of factors such as the nature and quality of the Fund’s security interests in collateral, the estimated fair value of the Fund’s collateral, the size of the loan, and the estimated time that will elapse before the Fund achieves a recovery. Where the risk profile is consistent with the original underwriting, the cost basis of substantially all of the loans approximates fair value. Management has evaluated these factors and has concluded that the effect of deterioration in the quality of the underlying collateral, increase in size of the loan, increase in the estimated time to recovery and increase in the market coupon rate would have the effect of lowering the fair value of the current portfolio of loans.
Non-Accrual Loans
The Fund’s policy is to classify a loan as non-accrual when the portfolio company is delinquent for three consecutive months on its monthly loan payment or for a lesser timeframe, if, in the opinion of Management, the portfolio company either ceases or drastically curtails its operations and Management deems that it is unlikely that the loan will return to performing status. When a loan is placed on non-accrual status and the related interest is determined to not be collectible, all interest previously accrued but not collected is reversed. Any future interest received by the Fund on non-accrual loans will be recognized as interest income if and when the proceeds exceed the book value of the respective loan.
If a borrower of a non-accrual loan resumes making regular payments and Management believes that such borrower has regained the ability to service the loan on a sustainable basis, the loan is reclassified back to accrual or performing status. Interest that would have been accrued during the time a loan was classified as non-accrual will be added back to the remaining payment schedule, causing a change in the effective interest rate.
As of September 30, 2024 and December 31, 2023, loans with a cost basis of $100.1 million and $77.7 million and a fair value of $44.2 million and $32.9 million, respectively, were classified as non-accrual.
Warrants and Equity Securities
Warrants and equity securities received in connection with loan transactions are considered to be free standing contracts that are both legally detachable and separately exercisable from the related loan transactions and are measured at fair value at the time of acquisition. Warrants are valued based on a Black-Scholes option pricing model which considers, among several factors, the underlying stock value, expected term, volatility, and risk-free interest rate. It is anticipated that such securities will be distributed by the Fund to the Company simultaneously with, or shortly following, their acquisition.
The underlying asset value is estimated based on available information.
Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on an index of publicly traded companies grouped by industry and which are similar in nature to the underlying portfolio companies issuing the warrant (“Industry Index”). The volatility assumption for each Industry Index is based on the average volatility for individual public companies within the portfolio company’s industry for a period of time approximating the expected life of the warrants. An increase in the volatility of the warrants used in the Black-Scholes option pricing model would have the effect of increasing the fair value of the warrants.
The remaining expected lives of warrants are based on historical experience of the average life of the warrants, as warrants are often exercised in the event of acquisitions, mergers, or initial public offerings and terminated due to events such as bankruptcies, restructuring activities, or additional financings. These events cause the expected term to be less than the remaining contractual term of the warrants. As of September 30, 2024 and December 31, 2023, the Fund assumed the average duration of a warrant is four years. The effect of an increase in the estimated initial term of the warrants used in the Black-Scholes option pricing model would have the effect of increasing the fair value of the warrants. However, the estimated initial term of the warrants is one factor, of many, used in the valuation of warrants, and by itself does not have a significant impact on the results of operations.
The risk-free interest rate is derived from the constant maturity tables issued by the U.S. Treasury Department. The effect of an increase in the estimated risk-free rate used in the Black-Scholes option pricing model would have the effect of increasing the fair value of the warrants.
Other Assets and Liabilities
Other assets include costs incurred in conjunction with borrowings under the Fund’s debt facility. These costs are amortized over the term of the facility using the straight-line basis. The amortization of these costs is recorded as interest expense in the Condensed Statements of Operations.
The fair values of other assets and accrued liabilities are estimated at their carrying values because of the short-term nature of these assets and liabilities.
The carrying value of the borrowings under the debt facility approximates their fair value based on the borrowing rates available to the Fund.
Commitment Fees
Unearned income and commitment fees on loans are recognized using the effective-interest method over the term of the loan. Commitment fees are carried as liabilities when received for commitments upon which no draws have been made. When the first draw is made, the fee is treated as unearned income and is recognized as described above. If a draw is never made, the forfeited commitment fee less any applicable legal costs becomes recognized as other income after the commitment expires.
Derivative Instruments
The Fund uses derivative instruments to manage its exposure to changes in interest rates on expected borrowings under its debt facility, as the Fund originates fixed rate loans (see Note 8).
Derivative instruments are primarily valued on the basis of quotes obtained from banks, brokers and dealers and adjusted for counterparty risk and the optionality of the interest rate terms. The valuation of the derivative instruments also considers the future expected interest rates on the notional principal balance remaining which is comparable to what a prospective acquirer would pay on the measurement date. Valuation pricing models consider inputs such as forward rates, anticipated interest rate volatility relating to the reference rate, as well as time value and other factors underlying derivative instruments.
The Fund is a party to master netting arrangements with Zions Bancorporation, N.A., however, the Fund has elected not to offset assets and liabilities under these arrangements for financial statement presentation purposes. Contracts are recorded at gross fair value in either derivative assets or derivative liability in the Condensed Statements of Assets and Liabilities, depending on whether the fair value of the contract is in favor of the Fund or the counterparty. The changes in fair value are recorded in net change in unrealized gain (loss) from derivative instruments in the Condensed Statements of Operations and the monthly interest received or paid on the contract, if any, is recorded in net realized gain (loss) from derivative instruments in the Condensed Statements of Operations.
The interest rate collar instrument is contractually scheduled to terminate on June 30, 2025.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This change is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss and assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures and providing new disclosure requirements for entities with a single reportable segment, among other new disclosure requirements. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Fund is currently evaluating the impact of adopting this guidance with respect to the financial statements and disclosures.
3. FAIR VALUE DISCLOSURES
The Fund provides asset-based financing primarily to start-up and emerging growth venture-backed companies pursuant to commitments whereby the Fund agrees to finance assets and provide working or growth capital up to a specified amount for the term of the commitment, upon the terms and subject to the conditions specified by such commitment. Even though these loans are generally secured by the assets of the borrowers, the Fund in most cases is subject to the credit risk of such companies. As of September 30, 2024 and December 31, 2023, the Fund’s investments in loans were primarily to companies based within the United States and were diversified among borrowers in the industry segments shown in the Condensed Schedules of Investments. All loans are senior to unsecured creditors and other secured creditors, unless otherwise indicated in the Condensed Schedules of Investments.
The Fund defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; that is, an exit price. The exit price assumes the asset or liability was exchanged in an orderly transaction; it was not a forced liquidation or distressed sale. Because there is no readily available market price and no secondary market for substantially all of the loan investments made by the Fund to borrowing portfolio companies, Management determines fair value (or estimated exit value) based on a transaction that would occur in the most advantageous market, and several factors related to each borrower.
Loan balances in the Condensed Schedules of Investments are listed by borrower. Typically, a borrower’s balance will be composed of several loans drawn under a commitment made by the Fund with the interest rate on each loan fixed at the time each loan is funded. Each loan drawn under a commitment has a different maturity date and amount.
The following tables show the weighted-average interest rate of the performing loans and all loans:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | For the Nine Months Ended |
Performing Loans | | September 30, 2024 | | September 30, 2023 | | September 30, 2024 | | September 30, 2023 |
Weighted-Average Interest Rate – Cash | | 13.23 | % | | 14.33 | % | | 14.54 | % | | 14.44 | % |
Weighted Average Interest Rate – Non-Cash | | 2.99 | % | | 3.46 | % | | 3.45 | % | | 3.56 | % |
Weighted-Average Interest Rate | | 16.22 | % | | 17.79 | % | | 17.99 | % | | 18.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | For the Nine Months Ended |
All Loans | | September 30, 2024 | | September 30, 2023 | | September 30, 2024 | | September 30, 2023 |
Weighted-Average Interest Rate – Cash | | 10.52 | % | | 12.97 | % | | 12.29 | % | | 13.58 | % |
Weighted Average Interest Rate – Non-Cash | | 2.36 | % | | 3.11 | % | | 2.90 | % | | 3.34 | % |
Weighted-Average Interest Rate | | 12.88 | % | | 16.08 | % | | 15.19 | % | | 16.92 | % |
Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants and new loans funded during the period. Warrants and equity securities received in connection with loan transactions are measured at fair value at the time of acquisition; the non-cash portion of interest income represents the accretion of the discount of these warrants over the life of the loan.
The risk profile of a loan changes when events occur that impact the credit analysis of the borrower and loan as discussed in the Fund’s loan accounting policy. Such changes result in the fair value adjustments made to the individual loans, which in accordance with U.S. GAAP, would be based on the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. Where the risk profile is consistent with the original underwriting, the cost basis of substantially all of the loans approximates fair value.
All loans as of September 30, 2024 and December 31, 2023 were pledged as collateral for the debt facility, and the Fund’s borrowings are generally collateralized by all assets of the Fund.
Valuation Hierarchy
Under the FASB ASC Topic 820 (“Fair Value Measurement”), the Fund categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Fund’s valuation techniques. A level is assigned to each fair value measurement based on the lowest level input that is significant to the fair value measurement in its entirety.
The three levels of the fair value hierarchy are defined as follows:
| | | | | | | | |
Level 1 | | Unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date. |
Level 2 | | Prices or valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities. |
Level 3 | | Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. |
There were no transfers in or out of Level 1, 2 or 3 during the nine months ended September 30, 2024 and 2023.
The Fund’s cash equivalents were valued at the traded net asset value of the money market fund. As a result, these measurements are classified as Level 1. The Fund’s derivative instruments are based on quotes from the market makers that derive fair values from market data, and therefore, are classified as Level 2. The Fund’s borrowings under the debt facility are also classified as Level 2, because the carrying values of the borrowings are based on rates that are observable at commonly quoted intervals, which are Level 2 inputs, and that approximate fair values. The Fund’s loan investments are individually negotiated and unique, and because there is little to no market in which these assets trade, the unobservable inputs for these assets are valued using estimated exit values. As a result, the Fund's loan investments are classified as Level 3.
(Intentionally left blank)
The following tables provide quantitative information about the Fund’s Level 3 fair value measurements of the Fund’s investments by industry as of September 30, 2024 and December 31, 2023. In addition to the techniques and inputs noted in the tables below, the Fund may also use other valuation techniques and methodologies when determining its fair value measurements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment Type - Level 3 | | | | | | | | |
Loan Investments | | Fair Value at September 30, 2024 | | Valuation Techniques / Methodologies | | Unobservable Input | | Range | | Weighted Average (a) |
Biotechnology | | $5,142,501 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 13% - 16% | | 15% |
Computers & Storage | | 11,001,365 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 14% - 16% | | 14% |
Enterprise Networking | | 3,404,643 | | Asset Recovery | | Probability weighting of alternative outcomes | | 10% - 50% * | | |
Internet | | 30,802,016 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 14% - 22% | | 18% |
| | Asset Recovery | | Probability weighting of alternative outcomes | | 5% - 100%^ | | |
Medical Devices | | 388,065 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 14%* | | 14% |
| | Asset Recovery | | Probability weighting of alternative outcomes | | 100%^ | | |
Other Healthcare | | 5,863,961 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 12% - 22% | | 17% |
| | Asset Recovery | | Probability weighting of alternative outcomes | | 45% - 100%^ | | |
Other Technology | | 79,556,739 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 11% - 54% | | 17% |
| | Asset Recovery | | Probability weighting of alternative outcomes | | 5% - 100%^ | | |
Security | | 2,289,944 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 13%* | | 13% |
| | Asset Recovery | | Probability weighting of alternative outcomes | | 100%* | | |
Software | | 30,609,330 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 13% - 26% | | 17% |
| | Asset Recovery | | Probability weighing of alternative outcomes | | 5% - 100%^ | | |
Technology Services | | 3,959,096 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 16%* | | 16% |
| | Asset Recovery | | Probability weighing of alternative outcomes | | 13% - 50%* | | |
Wireless | | 1,488,418 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 16%* | | 16% |
Total Loan Investments | | $174,506,078 | | | | | | | | |
(a) The weighted-average most advantageous market coupon rates were calculated using the relative fair value of the loans.
* There is only one loan within this industry that utilizes this valuation technique.
^ Probability weightings vary among loan investments within each industry based on different potential future outcomes.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment Type - Level 3 | | | | | | | | |
Loan Investments | | Fair Value at December 31, 2023 | | Valuation Techniques / Methodologies | | Unobservable Input | | Range | | Weighted Average (a) |
Biotechnology | | $9,733,622 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 13% - 16% | | 15% |
| | | | | | | | | | |
Computers & Storage | | 16,366,518 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 14% - 16% | | 14% |
| | | | | | | | | | |
Enterprise Networking | | 3,687,334 | | Asset Recovery | | Probability weighting of alternative outcomes | | 10% - 50% * | | |
| | | | | | | | | | |
Internet | | 46,464,670 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 14% - 33% | | 17% |
| | Asset Recovery | | Probability weighting of alternative outcomes | | 5% - 100%^ | | |
| | | | | | | | | | |
Medical Devices | | 2,027,424 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 14% - 20% | | 15% |
| | Asset Recovery | | Probability weighting of alternative outcomes | | 100%^ | | |
| | | | | | | | | | |
Other Healthcare | | 15,167,781 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 13% - 22% | | 17% |
| | Asset Recovery | | Probability weighting of alternative outcomes | | 18% - 100%^ | | |
| | | | | | | | | | |
Other Technology | | 142,995,711 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 11% - 74% | | 16% |
| | Asset Recovery | | Probability weighting of alternative outcomes | | 5% - 100%^ | | |
| | | | | | | | | | |
Security | | 3,769,643 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 13% - 16% | | 14% |
| | Asset Recovery | | Probability weighting of alternative outcomes | | 100%* | | |
| | | | | | | | | | |
Software | | 44,687,949 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 13% - 37% | | 17% |
| | Asset Recovery | | Probability weighing of alternative outcomes | | 20% - 80%^ | | |
| | | | | | | | | | |
Technology Services | | 15,565,953 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 16% - 22% | | 20% |
| | Asset Recovery | | Probability weighting of alternative outcomes | | 10% - 60%* | | |
| | | | | | | | | | |
Wireless | | 2,338,176 | | Most advantageous market analysis | | Most advantageous market coupon rate | | 14% - 17% | | 16% |
Total Loan Investments | | $302,804,781 | | | | | | | | |
(a) The weighted-average most advantageous market coupon rates were calculated using the relative fair value of the loans.
* There is only one loan within this industry that utilizes this valuation technique.
^ Probability weightings vary among loan investments within each industry based on different potential future outcomes.
The following tables present the balances of assets and liabilities as of September 30, 2024 and December 31, 2023 measured at fair value on a recurring basis:
| | | | | | | | | | | | | | | | | | | | | | | |
As of September 30, 2024 | | | | | | | |
ASSETS: | Level 1 | | Level 2 | | Level 3 | | Total |
Loans† | $ | — | | | $ | — | | | $ | 174,506,078 | | | $ | 174,506,078 | |
Derivative assets | — | | | 996,110 | | | — | | | 996,110 | |
Cash equivalents | 12,480,293 | | | — | | | — | | | 12,480,293 | |
Total | $ | 12,480,293 | | | $ | 996,110 | | | $ | 174,506,078 | | | $ | 187,982,481 | |
| | | | | | | |
LIABILITIES: | Level 1 | | Level 2 | | Level 3 | | Total |
Borrowings under debt facility | $ | — | | | $ | 58,000,000 | | | $ | — | | | $ | 58,000,000 | |
| | | | | | | |
Total | $ | — | | | $ | 58,000,000 | | | $ | — | | | $ | 58,000,000 | |
| | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2023 | | | | | | | |
ASSETS: | Level 1 | | Level 2 | | Level 3 | | Total |
Loans† | $ | — | | | $ | — | | | $ | 302,804,781 | | | $ | 302,804,781 | |
Derivative assets | — | | | 3,049,177 | | | — | | | 3,049,177 | |
Cash equivalents | 21,017,408 | | | — | | | — | | | 21,017,408 | |
Total | $ | 21,017,408 | | | $ | 3,049,177 | | | $ | 302,804,781 | | | $ | 326,871,366 | |
| | | | | | | |
LIABILITIES: | Level 1 | | Level 2 | | Level 3 | | Total |
Borrowings under debt facility | $ | — | | | $ | 142,500,000 | | | $ | — | | | $ | 142,500,000 | |
Total | $ | — | | | $ | 142,500,000 | | | $ | — | | | $ | 142,500,000 | |
† For a detailed listing of borrowers comprising this amount, please refer to the Condensed Schedules of Investments.
The following tables provide a summary of changes in Level 3 assets measured at fair value on a recurring basis:
| | | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended September 30, 2024 | | | | | |
| Loans | | Warrants | | | | | | | | | | | | | |
Beginning balance | $ | 203,128,872 | | | $ | — | | | | | | | | | | | | | | |
Acquisitions and originations | — | | | 172,925 | | | | | | | | | | | | | | |
Principal payments on loans, net of accretion | (26,376,393) | | | — | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Distributions to shareholder | — | | | (172,925) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net change in unrealized loss from loans | (2,246,401) | | | — | | | | | | | | | | | | | | |
Ending balance | $ | 174,506,078 | | | $ | — | | | | | | | | | | | | | | |
Net change in unrealized loss from loans relating to loans still held at September 30, 2024 | $ | (2,241,856) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | For the Nine Months Ended September 30, 2024 |
| | | | | | | | Loans | | Warrants | | Stocks | | Convertible Notes and Others | | |
Beginning balance | | | | | | | | $ | 302,804,781 | | | $ | — | | | $ | — | | | $ | — | | | |
Acquisitions and originations | | | | | | | | 545,652 | | | 1,060,639 | | | 4,527,204 | | | 3,270,574 | | | |
Principal payments on loans, net of accretion | | | | | | | | (115,055,600) | | | — | | | — | | | — | | | |
| | | | | | | | | | | | | | | | |
Distributions to shareholder | | | | | | | | — | | | (1,060,639) | | | (4,527,204) | | | (3,270,574) | | | |
Net realized loss from loans | | | | | | | | (4,482,099) | | | — | | | — | | | — | | | |
Net change in unrealized loss from loans | | | | | | | | (9,306,656) | | | — | | | — | | | — | | | |
Ending balance | | | | | | | | $ | 174,506,078 | | | $ | — | | | $ | — | | | $ | — | | | |
Net change in unrealized loss from loans relating to loans still held at September 30, 2024 | | | | | | | | $ | (11,007,504) | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended September 30, 2023 | | | | For the Nine Months Ended September 30, 2023 |
| Loans | | Warrants | | | | Loans | | Warrants | | | | |
Beginning balance | $ | 406,252,272 | | | $ | — | | | | | $ | 489,691,665 | | | $ | — | | | | | |
Acquisitions and originations | 2,250,000 | | | 359,476 | | | | | 27,562,500 | | | 3,039,384 | | | | | |
Principal payments on loans, net of accretion | (48,417,144) | | | — | | | | | (154,962,702) | | | — | | | | | |
Proceeds from sale of loan | (1,043,138) | | | — | | | | | (1,043,138) | | | — | | | | | |
Distributions to shareholder | — | | | (359,476) | | | | | — | | | (3,039,384) | | | | | |
Net realized loss from loans | (438,580) | | | — | | | | | (437,324) | | | — | | | | | |
Net change in unrealized loss from loans | (12,428,521) | | | — | | | | | (14,636,112) | | | — | | | | | |
Ending balance | $ | 346,174,889 | | | $ | — | | | | | $ | 346,174,889 | | | $ | — | | | | | |
Net change in unrealized loss from loans relating to loans still held at September 30, 2023 | $ | (12,883,539) | | | | | | | $ | (15,248,678) | | | | | | | |
4. EARNINGS PER SHARE
Basic earnings per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average common shares outstanding. Diluted earnings (loss) per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average common shares outstanding, including the dilutive effects of potential common shares (e.g., stock options). The Fund has no instruments that would be potential common shares; thus, reported basic and diluted earnings (loss) per share are the same.
5. CAPITAL STOCK
As of both September 30, 2024 and December 31, 2023, there were 10,000,000 shares of $0.001 par value common stock authorized, and 100,000 shares issued and outstanding. Total committed capital of the Company, which had been fully called and received as of both September 30, 2024 and December 31, 2023, was $460.0 million, of which $407.1 million was contributed to the Fund.
The chart below shows the distributions of the Fund for the nine months ended September 30, 2024 and 2023.
| | | | | | | | | | | | | | | |
| For the Nine Months Ended September 30, 2024 | | For the Nine Months Ended September 30, 2023 | | | | |
Cash distributions | $ | 51,042,000 | | | $ | 97,992,000 | | | | | |
Distributions of equity securities | 8,858,417 | | | 3,039,384 | | | | | |
Total distributions to shareholder | $ | 59,900,417 | | | $ | 101,031,384 | | | | | |
Final classification of the distributions as either a return of capital or a distribution of income is an annual determination made at the end of each year dependent upon the Fund’s current year cumulative earnings and profits.
6. DEBT FACILITY
The 1940 Act requires a BDC to meet certain levels of asset coverage with respect to its outstanding “senior securities,” which typically consist of outstanding borrowings under credit facilities and other debt instruments. BDCs are generally required to have an asset coverage of at least 200% but are permitted to increase the amount of indebtedness they may incur by lowering the asset coverage requirement from 200% to 150% if they make certain disclosures and obtain the approval by either (1) a “required majority,” as defined in Section 57(o) of the 1940 Act, of the BDC’s board of directors, including a majority of disinterested directors, with effectiveness one year after the date of such approval or (2) a majority of votes cast at a special or annual meeting of the BDC’s shareholders at which a quorum is present, which is effective the day after such stockholder approval.
On April 24, 2019, the Fund’s sole shareholder, the Company, approved a reduced asset coverage ratio of 150% for the Fund as permitted in Section 61(a)(2) of the 1940 Act. As of September 30, 2024 and December 31, 2023, the Fund’s asset coverage for borrowings was 327% and 231%, respectively.
The Fund is a party to a loan and security agreement (as amended and restated from time to time) with MUFG Union Bank Ltd. acting as the administrative agent and other lenders named therein, that established a secured revolving credit facility with a commitment size of $79.5 million as of September 30, 2024.
On October 26, 2023, the Fund entered into a Third Amendment to the Amended and Restated Loan and Security Agreement (the “Third Amendment”) with lenders named therein. The Third Amendment provides for, among other modifications (i) a decrease in the size of the facility to $185.0 million with a scheduled reduction in commitments on a quarterly basis by an amount equal to 10% (subject to adjustment), commencing with the calendar quarter ending December 31, 2023 until the maturity date, (ii) an increase in the margin paid on SOFR Rate Loans (as defined in the Third Amendment) and Reference Rate Loans (as defined in the Third Amendment), and (iii) an extension of the term of the facility to March 31, 2026.
Borrowings of the Fund are collateralized by all of the assets of the Fund. In the event of default, the Manager's right to receive management fees from the Fund is subordinate to the liens of the lenders. Loans under the facility may be, at the option of the Fund, a Reference Rate Loan or a SOFR Rate Loan (calculated at Daily Simple SOFR or another applicable Term SOFR Reference Rate). As of September 30, 2024, the Fund’s outstanding borrowings were entirely based on the Daily Simple SOFR Rate Loan. The facility terminates on March 31, 2026, but can be accelerated in the event of default, such as failure by the Fund to make timely interest or principal payments.
The Fund pays interest on its borrowings and a fee on the unused portion of the facility. Interest is charged to the Fund based on its borrowings at, pursuant to the election of the Fund, an annual rate equal to either (i) the Reference Rate plus 1.50% and 1.75%, respectively, (ii) for a SOFR Rate Loan with an interest period of one month, SOFR plus 2.60% and 2.85%, respectively or (iii) for a SOFR Rate Loan with an interest period of three months, SOFR plus 2.65% or 2.90%, respectively. When the Fund is using 50.00% or more of the maximum amount available under the Loan Agreement, the applicable commitment fee is 0.25% of the unused portion of the loan facility; otherwise, the applicable commitment fee is 0.50% of the unused portion. The Fund pays the unused credit line fee quarterly. As of September 30, 2024 and December 31, 2023, $58.0 million and $142.5 million, respectively, was outstanding under the facility.
As of September 30, 2024, the SOFR rate was as follows:
| | | | | |
Overnight | 4.9600 | % |
Daily Simple SOFR | 4.8300 | % |
30-day Average SOFR | 5.1633 | % |
90-day Average SOFR | 5.3094 | % |
Bank fees and other costs of $5.0 million incurred in connection with the acquisition and amendment of the facility have been capitalized and are amortized to interest expense on a straight-line basis over the expected life of the facility. As of September 30, 2024 and December 31, 2023, the remaining unamortized fees and costs of $0.8 million and $1.3 million, respectively, are being amortized over the expected life of the facility, which is expected to terminate on March 31, 2026.
The facility is revolving and as such does not have a specified repayment schedule, although advances are secured by the assets of the Fund and thus repayments will be required as assets decline. The facility contains various covenants including financial covenants related to: (i) minimum debt service coverage ratio, (ii) interest coverage ratio, (iii) unfunded commitment ratio, (iv) maximum quarterly loan loss reserve ratio, (v) maximum annual loan loss reserve ratio and (vi) maximum loan loss test. There are also various restrictive covenants, including limitations on: (i) the incurrence of liens, (ii) consolidations, mergers and asset sales and (iii) capital expenditures. The Fund is also required to maintain derivative instruments covering a notional principal amount equal at all times to at least 50% of the outstanding borrowings if outstanding principal balance is greater than $40 million (see Note 8). As of September 30, 2024 and December 31, 2023, Management is not aware of instances of non-compliance with financial covenants.
The following is the summary of the outstanding facility draws as of September 30, 2024 and December 31, 2023:
| | | | | | | | | | | | | | |
| September 30, 2024 | December 31, 2023 | Maturity Date | All-In Interest Rate(a) |
| | | | |
SOFR Rate Loan | $58,000,000 | $142,500,000 | March 31, 2026 | Variable based on Daily Simple SOFR rate |
Total Outstanding | $58,000,000 | $142,500,000 | | |
(a)Inclusive of 2.85% applicable SOFR Rate Loan margin plus Daily Simple SOFR rate.
7. MANAGEMENT FEE AND RELATED PARTIES
Management Fee
On October 13, 2022, in connection with the Transaction, the Fund entered into a new investment management agreement (the “Current Agreement”), by and between the Fund and the Manager, that replaced the previous investment management agreement entered into between the Fund and the Manager (the “Previous Agreement”). The closing of the Transaction constituted a change of control of the Manager which caused the Previous Agreement to terminate. Significant terms of the Current Agreement are the same as those of the Previous Agreement, including the fee rates described below.
As compensation for its services to the Fund, from the date of the first capital call, May 1, 2018, the Manager receives a management fee (“Management Fee”). The aggregate annual amount of Management Fee for each annual period (which is comprised of four whole fiscal quarters and which, in the case of the first year, commenced on the first day of the first fiscal quarter following the first capital contribution) calculated as a percentage of committed capital, is as follows:
| | | | | | | | |
| | Management Fee |
Year 1 | | 1.575% |
Year 2 | | 1.600% |
Year 3 | | 1.575% |
Year 4 | | 1.500% |
Year 5 | | 1.250% |
Year 6 | | 0.900% |
Year 7 | | 0.600% |
Year 8 | | 0.350% |
Year 9 | | 0.150% |
For the period from January 1, 2024 through June 30, 2024, Management Fees were calculated at 0.90% of the Company's committed capital and for the period from July 1, 2024 through September 30, 2024, Management Fees were calculated at 0.60%. For the period from January 1, 2023 through June 30, 2023, Management Fees were calculated at 1.25% of the Company's committed capital and for the period from July 1, 2023 through September 30, 2023, Management Fees were calculated at 0.90%.
Management Fees of $0.7 million and $1.0 million were recognized as expenses for the three months ended September 30, 2024 and 2023, respectively. Management Fees of $2.8 million and $3.9 million were recognized as expenses for the nine months ended September 30, 2024 and 2023, respectively.
Related Parties
Certain officers and directors of the Fund also serve as officers and directors of the Manager. The Amended and Restated Articles of Incorporation of the Fund provide for indemnification of directors, officers, employees and agents (including the Manager) of the Fund to the fullest extent permitted by applicable state law and the 1940 Act, including the advance of expenses and reasonable counsel fees. The Amended and Restated Articles of Incorporation of the Fund also contain a provision eliminating personal liability of a Fund director or officer to the Fund or its shareholder for monetary damages for certain breaches of their duty of care. For this reason, the Fund has acquired a directors and officers insurance policy.
Transactions with Venture Lending & Leasing VIII, Inc. (“Fund VIII”)
The Manager also served as the investment manager for Fund VIII. So long as Fund VIII had capital available to invest in loan transactions with final maturities earlier than December 31, 2025, the Fund was able to invest in each portfolio company in which Fund VIII invested, subject to the approval of the Fund's Board. The Manager’s allocation process was designed to allocate investment opportunities fairly and equitably among the Fund and Fund VIII over time, and subject to board approval, was based on a methodology taking into account investment pace, the remaining commitment periods and other relevant factors. The Fund co-invested with Fund VIII through March 31, 2021, which was the end of Fund VIII's investment period. Fund VIII was deregistered as a BDC with the Securities and Exchange Commission ( “SEC”) on October 12, 2023 and distributed all of its remaining assets to its parent, Venture Lending & Leasing VIII, LLC during the year ended December 31, 2023.
Transactions with WTI Fund X, Inc. ("Fund X")
The Manager also serves as the investment manager for Fund X. So long as Fund X had capital available to invest in loan transactions with final maturities earlier than December 31, 2028 (the date on which the Fund's term of existence automatically expires), the Fund was able to invest in each portfolio company in which Fund X invested, subject to the approval of the Fund's Board. The Manager’s allocation process was designed to allocate investment opportunities fairly and equitably among the Fund and Fund X over time, and subject to board approval, was based on a methodology taking into account investment pace, the remaining commitment periods and other relevant factors. The Fund co-invested with Fund X through December 31, 2023, which was the end of the Fund’s investment period.
The ability of the Fund to co-invest with Fund VIII, Fund X, and other clients advised by the Manager, was subject to the conditions (the “Conditions”) with which the funds were complying while seeking certain exemptive relief from the SEC from the provisions of Sections 17(d) and 57 of the 1940 Act and Rule 17d-1 thereunder. To the extent that clients, other than Fund VIII and Fund X, advised by the Manager (but in which the Manager had no proprietary interest) invested in opportunities available to the Fund, the Manager allocated such opportunities among the funds and such other clients in a manner deemed fair and equitable considering all of the circumstances in accordance with the Conditions.
Intercreditor Agreements
In all transactions in which the Fund and other funds managed by the Manager invest or those in which another lender(s) has either invested or may later invest (or in the event a successor fund is raised, in which the Fund and the successor fund invest), it is expected that the Fund and, other funds managed by the Manager (or the successor fund as the case may be), and/or the other lender(s) will enter into an intercreditor agreement pursuant to which the Fund and, other funds managed by the Manager (or the successor fund), and/or the other lender(s), along with any predecessor funds which still have a balance outstanding, will cooperate in pursuing their remedies following a default by the common borrower. Generally, under such intercreditor agreements, each party would agree that its security interest would be treated in parity with the security interest of the other party, regardless of which security interest would have priority under applicable law. Accordingly, proceeds realized from the sale of any collateral or the exercise of any other creditor’s rights will be allocated between the Fund and, other funds managed by the Manager, and any predecessor funds as described above, pro rata in accordance with the amounts of their respective investments. An exception to the foregoing arrangement would occur in situations where, for example, one of the lenders financed specific items of equipment collateral; in that case, usually the lender who financed the specific assets will have a senior lien on that asset, and the other lenders will have a junior priority lien (even though they may ratably share liens of equal priority on other assets of the common borrower). As a result of such intercreditor agreements, the Fund may have less flexibility in pursuing its remedies following a default than it would have had had there been no intercreditor agreement, and the Fund may therefore realize fewer proceeds. In addition, because the Fund and other funds managed by the Manager (or the successor fund) invest at the same time in the same borrower, such borrower would be required to service two loans rather than one. Any additional administrative costs or burdens resulting therefrom may make the Fund a less attractive lender and may make it more difficult for the Fund to acquire such loans.
8. DERIVATIVE INSTRUMENTS
The Fund uses derivative instruments to manage its exposure to interest rates on expected borrowings under its debt facility (see Note 6), as the Fund originates fixed rate loans.
Interest Rate Collar
The Fund has an interest rate collar derivative contract with Zions Bancorporation, N.A. dba California Bank & Trust with an effective date of May 31, 2022. The aggregate notional principal amount of the interest rate collar is $50.0 million, with a cap of 1.36% and floor of 0.42% on floating rate based upon a 1-Month USD-SOFR rate. The interest rate collar is expected to expire on June 30, 2025.
The interest rate collar mitigates the Fund's exposure to interest rate fluctuations on variable rate index of the debt facility. The collar establishes a range where the Fund pays the counterparty if the SOFR rate falls below the established floor rate, and the counterparty will pay the Fund if the SOFR rate exceeds the established cap rate. The interest rate collar settles monthly.
The following table shows the Fund's derivative instruments at fair value on the Fund's Condensed Statements of Assets and Liabilities as of September 30, 2024 and December 31, 2023.
| | | | | | | | | | | | | | | | |
| | Derivative Assets | |
Derivative Instruments | | September 30, 2024 | | December 31, 2023 | | |
Interest rate collar | | $ | 996,110 | | | $ | 3,049,177 | | | |
During the nine months ended September 30, 2024, an interest rate collar contract with a notional amount of $90.0 million expired.
The following table shows the effect of the Fund's derivative instruments on the Fund's Condensed Statements of Operations for the three and nine months ended September 30, 2024 and 2023.
| | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | For the Nine Months Ended |
Derivative Instruments | Condensed Statements of Operations Caption | September 30, 2024 | September 30, 2023 | | September 30, 2024 | September 30, 2023 | |
Interest rate collar | Net change in unrealized loss from derivative instruments | $ | (774,938) | | $ | (1,066,795) | | | $ | (2,053,067) | | $ | (5,374,984) | | |
Net realized gain from derivative instruments | $ | 516,347 | | $ | 1,444,268 | | | $ | 2,383,856 | | $ | 7,135,561 | | |
| | | | | | | |
| | | | | | |
| | | | | | | |
The following table shows the Fund's assets and liabilities related to derivatives by counterparty, net of amounts available for offset under the master netting agreement and net of any collateral received or pledged by the Fund for such assets and liabilities as of September 30, 2024 and December 31, 2023.
| | | | | | | | | | | | | | | | | |
| As of September 30, 2024 |
Counterparties | Derivative Asset Subject to Master Netting Agreement | Derivatives Available for Offset | Non-cash collateral received | Cash Collateral Received | Net Amount (1) |
Zions Bancorporation, N.A. | $ | 996,110 | | $ | — | | $ | — | | $ | — | | $ | 996,110 | |
Total | $ | 996,110 | | $ | — | | $ | — | | $ | — | | $ | 996,110 | |
| | | | | |
| As of December 31, 2023 |
Counterparties | Derivative Asset Subject to Master Netting Agreement | Derivatives Available for Offset | Non-cash collateral received | Cash Collateral Received | Net Amount (1) |
Zions Bancorporation, N.A. | $ | 3,049,177 | | $ | — | | $ | — | | $ | — | | $ | 3,049,177 | |
Total | $ | 3,049,177 | | $ | — | | $ | — | | $ | — | | $ | 3,049,177 | |
(1) Net amount of derivative assets represents the net amount due from the counterparty to the Fund. |
There were no derivative liabilities as of September 30, 2024 and December 31, 2023.
9. TAX STATUS
The Fund has elected to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986 (the "Code") and operates in a manner to qualify for the tax treatment applicable to RICs. Failing to maintain at least 70% of total assets in "qualifying assets" will result in the loss of BDC status, resulting in losing its favorable tax treatment as a RIC. As of September 30, 2024, the Fund has met the BDC and RIC requirements. The Fund elected to be treated for federal income tax purposes as a RIC under the Code with the filing of its federal income tax return for 2019.
In order to qualify for favorable tax treatment as a RIC, the Fund is required to distribute annually to its shareholder at least 90% of its investment company taxable income, as defined by the Code. To avoid federal excise taxes, the Fund must distribute annually at least 98% of its ordinary income and 98.2% of net capital gains from the current year and any undistributed ordinary income and net capital gains from the preceding years. The Fund, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If the Fund chooses to do so, all other things being equal, this would increase expenses and reduce the amount available to be distributed to its shareholder. The Fund will accrue excise tax on estimated undistributed taxable income as required.
Below are tables summarizing the cost of investments for federal income tax purposes and the appreciation and depreciation of the investments reported on the Condensed Schedules of Investments and Condensed Statements of Assets and Liabilities as of September 30, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | |
Assets | As of September 30, 2024 |
Cost | Unrealized Appreciation | Unrealized Depreciation | Net Appreciation (Depreciation) | |
Loans | $ | 231,635,951 | | $ | — | | $ | (57,129,873) | | $ | (57,129,873) | | |
Derivative assets | — | | 996,110 | | — | | 996,110 | | |
Total | $ | 231,635,951 | | $ | 996,110 | | $ | (57,129,873) | | $ | (56,133,763) | | |
| | | | | | | | | | | | | | | |
| As of December 31, 2023 | |
Assets | Cost | Unrealized Appreciation | Unrealized Depreciation | Net Appreciation (Depreciation) | |
Loans | $ | 350,627,997 | | $ | — | | $ | (47,823,216) | | $ | (47,823,216) | | |
Derivative assets | — | | 3,049,177 | | — | | 3,049,177 | | |
Total | $ | 350,627,997 | | $ | 3,049,177 | | $ | (47,823,216) | | $ | (44,774,039) | | |
| | | | | |
| | |
| | | | | |
| | | | | |
| | | | | |
There was no unrealized appreciation or depreciation related to liabilities as of September 30, 2024 and December 31, 2023.
Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with U.S. GAAP. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in-capital or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Fund’s annual RIC tax return.
Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax differences are reclassified among the Fund’s capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from U.S. GAAP. The determination of the tax attributes of the Fund’s distributions is made annually as of the end of the Fund’s taxable year and is generally based upon its taxable income for the full taxable year and distributions paid for the full taxable year. As a result, a determination made on a quarterly basis may not be representative of the actual tax attributes of the Fund’s distributions for a full taxable year. As of September 30, 2024, the Fund had determined the tax attributes of its distributions taxable year-to-date to be from its current and accumulated earnings and profits. There is not yet, however, certainty as to what the actual tax attributes of the Fund’s distributions to the shareholders will be by the year ending December 31, 2024.
The Fund anticipates distributing all distributable earnings by the end of the year. The Fund may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the shareholder’s tax basis in its shares.
The Fund’s tax returns remain open for examination by the federal government for a period of three years and California tax authorities for a period of four years from when they are filed. As of September 30, 2024, the Fund had no uncertain tax positions and no capital loss carryforwards.
10. CONTINGENCIES
In the normal course of business, the Manager may enter into certain contracts, on behalf of the Fund, that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made that have not yet occurred. Currently, no such claims exist or are expected to arise and, accordingly, the Fund has not accrued any liability in connection with such indemnifications.
11. FINANCIAL HIGHLIGHTS
U.S. GAAP requires disclosure of financial highlights of the Fund for the three and nine months ended September 30, 2024 and 2023.
The total rate of return is defined as the return based on the change in value during the period of a theoretical investment made at the beginning of the period. The total rate of return assumes a constant rate of return for the Fund during the period reported and weights each cash flow by the amount of time held in the Fund. This required methodology differs from an internal rate of return.
The ratios of expenses and net investment income (loss) to average net assets, calculated below, are computed based upon the aggregate weighted average net assets of the Fund for the periods presented. Net investment income (loss) is inclusive of all investment income, net of expenses and excludes realized or unrealized gains and losses.
Beginning and ending net asset values per share are based on the beginning and ending number of shares outstanding. Other per share information is calculated based upon the aggregate weighted average net assets of the Fund for the periods presented.
The following per share data and ratios have been derived from the information provided in the financial statements:
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended September 30, 2024 | | For the Three Months Ended September 30, 2023 | | For the Nine Months Ended September 30, 2024 | | For the Nine Months Ended September 30, 2023 |
| | | | | | | |
Total return** | 0.98 | % | | (1.04 | %) | | 2.46 | % | | 9.69 | % |
| | | | | | | |
Per share amounts: | | | | | | | |
Net asset value, beginning of period | $ | 1,315.66 | | | $ | 2,448.76 | | | $ | 1,886.90 | | | $ | 2,682.12 | |
Net investment income | 37.91 | | | 102.06 | | | 173.48 | | | 383.69 | |
Net realized and change in unrealized loss from loans and derivative instruments | (25.05) | | | (124.90) | | | (134.58) | | | (133.13) | |
Net increase (decrease) in net assets resulting from operations | 12.86 | | | (22.84) | | | 38.90 | | | 250.56 | |
Distributions of income to shareholder | (1.73) | | | (112.12) | | | (111.16) | | | (450.67) | |
Return of capital to shareholder | — | | | (391.43) | | | (487.85) | | | (559.64) | |
| | | | | | | |
Net asset value, end of period | 1,326.79 | | | 1,922.37 | | | 1,326.79 | | | 1,922.37 | |
Net assets, end of period | $ | 132,679,047 | | | $ | 192,237,017 | | | $ | 132,679,047 | | | $ | 192,237,017 | |
| | | | | | | |
Ratios to average net assets: | | | | | | | |
| | | | | | | |
Expenses* | 7.32 | % | | 9.63 | % | | 8.45 | % | | 9.52 | % |
Net investment income* | 11.52 | % | | 18.52 | % | | 14.74 | % | | 20.61 | % |
Portfolio turn-over rate | — | % | | 0.28 | % | | — | % | | 0.24 | % |
Average debt outstanding | $ | 67,750,000 | | | $ | 181,250,000 | | | $ | 95,850,000 | | | $ | 211,900,000 | |
| | | | | | | |
*Annualized | | | | | | | |
**Total return amounts presented above are not annualized. | | | | |
| | | | | | | |
12. SUBSEQUENT EVENTS
Management evaluated subsequent events through the date of this Quarterly Report on Form 10-Q and determined that no subsequent events had occurred that would require accrual or disclosure in the financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
In addition to the historical information contained herein, the information in this Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the securities laws. These forward-looking statements reflect the current view of the Fund with respect to future events and financial performance and are subject to several risks and uncertainties, many of which are beyond the Fund’s control. All statements, other than statements of historical facts included in this Quarterly Report, regarding the strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Fund are forward-looking statements. For example, statements in this Form 10-Q regarding the potential future impact of the Ukraine War, conflicts in the Middle East, results of U.S. national and local elections, worldwide inflation, interest rate volatility and natural disasters on the Fund's business and results of operations are forward-looking statements. When used in this report, the words “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All forward-looking statements speak only as of the date of this report. The Fund does not undertake any obligation to update or revise publicly any forward-looking statements, whether resulting from new information, future events or otherwise, except as required by law.
The reader of this Quarterly Report should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome. The Fund’s actual results could differ materially from those suggested by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments, competition and macro-economic changes including inflation, interest rate expectations, among other factors including those set forth in the section of this Quarterly Report titled “Risk Factors” and in Item 1A - “Risk Factors” in the Fund’s 2023 Annual Report on Form 10-K. This entire Quarterly Report should be read to put such forward-looking statements in context and to gain a more complete understanding of the uncertainties and risks involved in the Fund’s business.
Overview
The Fund is 100% owned by the Company. The Fund’s shares of common stock, at $0.001 par value, were sold to its sole shareholder, the Company, under a stock purchase agreement. The Fund has issued 100,000 of the Fund’s 10,000,000 authorized shares. The Company may make additional capital contributions to the Fund.
The Fund provides financing and advisory services to a variety of carefully selected venture-backed companies that have received equity funding from traditional sources of venture capital equity funding ( i.e. a professionally managed venture capital firm), as well as non-traditional sources of venture capital equity funding (e.g., angel investors, strategic investors, family offices, crowdfunding investment platforms, etc.) (collectively, "Venture-Backed Companies"), primarily throughout the United States, with a focus on growth-oriented companies. The Fund’s portfolio consists of companies in the communications, information services, media, technology (including software and technology-enabled business services), biotechnology, and medical devices industry sectors, among others. The Fund’s capital is generally used by its portfolio companies to finance acquisitions of fixed assets and working capital. On May 1, 2018, the Company called and received its first capital from investors. On May 2, 2018, the Fund made its first investment and became a non-diversified, closed-end investment company under the 1940 Act. While the Fund intends to operate as a non-diversified investment company within the meaning of Section 5(b)(2) of the 1940 Act, from time to time the Fund may act as a diversified investment company within the meaning of Section 5(b)(1) of the 1940 Act.
The Fund elected to be treated as a RIC under the Code for federal income tax purposes. Pursuant to this election, the Fund generally will not have to pay corporate-level taxes if a sufficient amount of income is distributed to its shareholder as dividends, allowing the Company to substantially reduce or eliminate its corporate-level tax liability.
The Fund will seek to meet the ongoing requirements, including the diversification requirements, to qualify as a RIC under the Code. If the Fund fails to meet these requirements, it will be taxed as an ordinary corporation on its taxable income for that year (even if that income is distributed to the members of the Company) and all distributions out of its earnings and profits will be taxable to the members of the Company as taxable income; thus, such income will be subject to a double layer of taxation. There is no assurance that the Fund will meet the ongoing requirements to qualify as a RIC for tax purposes.
The Fund’s investment objective is to achieve superior risk-adjusted investment returns and it seeks to achieve that objective by providing debt financing to portfolio companies, most of which are private debt securities. The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments and generally distributes these warrants to its shareholder upon receipt, or soon thereafter. The Fund also has guidelines for the percentages of total assets that are invested in different types of assets.
The portfolio investments of the Fund primarily consist of debt financing to Venture-Backed Companies in the technology sector. The borrower’s ability to repay its loans may be adversely impacted by several factors, and as a result, the loan may not be fully repaid. Furthermore, the Fund’s security interest in any collateral over the borrower’s assets may be insufficient to make up any shortfall in payments. Some of our portfolio companies may be impacted by rising inflation, which could have a material impact on their results of operations, specifically costs and revenues. As such, rising inflation may have an adverse impact on the portfolio borrowers’ ability to maintain their good credit standing, as well as their ability to pay their interest and principal obligations to the Fund. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.
Transactions with Venture Lending & Leasing VIII, Inc.
The Manager also served as the investment manager for Fund VIII. So long as Fund VIII had capital available to invest in loan transactions with final maturities earlier than December 31, 2025, the Fund was able to invest in each portfolio company in which Fund VIII invested, subject to the approval of the Fund's Board. The Manager’s allocation process was designed to allocate investment opportunities fairly and equitably among the Fund and Fund VIII over time, and subject to board approval, was based on a methodology taking into account investment pace, the remaining commitment periods and other relevant factors. The Fund co-invested with Fund VIII through March 31, 2021, which was the end of Fund VIII's investment period. Fund VIII was deregistered as a BDC with the SEC on October 12, 2023 and distributed all of its remaining assets to its parent, Venture Lending & Leasing VIII, LLC during the year ended December 31, 2023.
Transactions with WTI Fund X, Inc.
The Manager also serves as the investment manager for Fund X. So long as Fund X had capital available to invest in loan transactions with final maturities earlier than December 31, 2028 (the date on which the Fund's term of existence automatically expires), the Fund was able to invest in each portfolio company in which Fund X invested, subject to the approval of the Fund's Board. The Manager’s allocation process was designed to allocate investment opportunities fairly and equitably among the Fund and Fund X over time, and subject to board approval, was based on a methodology taking into account investment pace, the remaining commitment periods and other relevant factors. The Fund co-invested with Fund X through December 31, 2023, which was the end of the Fund’s investment period.
The ability of the Fund to co-invest with Fund VIII, Fund X, and other clients advised by the Manager, was subject to the Conditions with which the funds were complying while seeking certain exemptive relief from the SEC from the provisions of Sections 17(d) and 57 of the 1940 Act and Rule 17d-1 thereunder. To the extent that clients, other than Fund VIII and Fund X, advised by the Manager (but in which the Manager had no proprietary interest) invested in opportunities available to the Fund, the Manager allocated such opportunities among the funds and such other clients in a manner deemed fair and equitable considering all of the circumstances in accordance with the Conditions.
Critical Accounting Policies, Practices and Estimates
Critical Accounting Policies and Practices are those accounting policies and practices that are both the most important to the portrayal of the Fund’s net assets and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Critical accounting estimates are accounting estimates where the nature of the estimates is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and the impact of the estimates on net assets or operating performance is material.
In evaluating the most critical accounting policies and estimates, the Manager has identified the estimation of fair value of the Fund’s loan investments along with the completeness of loans exhibiting indicators of potential credit deterioration as the most critical of the accounting policies and accounting estimates applied to the Fund’s reporting of net assets or operating performance. In accordance with U.S. GAAP, the Fund defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; that is, an exit price. The exit price assumes the asset or liability was exchanged in an orderly transaction; it was not a forced liquidation or distressed sale. There is no readily available market price or secondary market for the loans made by the Fund to borrowers, hence the Manager determines fair value based on a transaction that would occur in the most advantageous market and the estimates are subject to high levels of judgment and uncertainty. The Fund’s loan investments are considered Level 3 fair value measurements in the fair value hierarchy due to the lack of observability over many of the important inputs used in determining fair value. In particular, the Manager has identified the fair value of the Fund’s loan investments that exhibit indicators of the potential for credit deterioration and the completeness of those loan investments, as a critical accounting matter that may involve significant and material estimates and inputs from the Manager in determining the fair value of those loan investments.
Critical judgments and inputs in determining the fair value of a loan include the estimated timing and amount of future cash flows and probability of future payments, based on the assessment of payment history, available cash and “burn rate,” revenues, net income or loss, operating results, financial strength of borrower, prospects for the borrower’s raising future equity rounds, likelihood of sale or acquisition of the borrower, length of expected holding period of the loan, collateral position, the timing and amount of liquidation of collateral for loans that are experiencing significant credit deterioration and, as a result, collection becomes collateral-dependent, as well as an evaluation of the general interest rate environment. Management has evaluated these factors and has concluded that the effect of a deterioration in the quality of the underlying collateral, increase in the size of the loan, increase in the estimated time to recovery, and increase in the market coupon rate would each have the effect of decreasing the fair value of loan investments. The risk profile of a loan changes when events occur that impact the credit analysis of the borrower and the loan. Such changes result in the fair value being adjusted from par value of the individual loan. Where the risk profile is consistent with the original underwriting, the cost basis of substantially all loans approximates fair value.
The actual value of the loans may differ from Management’s estimates, which would affect net change in net assets resulting from operations as well as assets.
The Impact of the Ukraine War, Conflicts in the Middle East, Worldwide Inflation, Interest Rate Volatility and Natural Disasters on Results of Operations and Liquidity & Capital Resources
Global and domestic financial markets have experienced an increase in volatility as concerns about the impact of higher inflation, interest rate volatility, a potential recession, the risk of continued escalation in the Middle East, the Ukraine War, the outbreak of other hostilities or conflict (such as the Houthi attacks on marine vessels in and around the Red Sea), the results of U.S. national and local elections and extreme weather patterns or natural disasters (such as the 2024 earthquake in Taiwan) have weighed on market participants. These factors have created disruptions in supply chains and economic activity and have had a particularly adverse impact on certain industries. These uncertainties can ultimately impact the overall supply and demand of the market through changing spreads, deal terms and structures. The Fund is unable to predict the full impact of these macroeconomic events on the Fund's liquidity and capital resources.
The Fund is continuing to maintain close communications with its loan portfolio companies to proactively assess and manage potential risks. In addition, Management is continuing to maintain oversight analysis of credits across the Fund's loan investment portfolio in an attempt to manage the potential credit risk and improve loan performance. Certain loans may have inherent increased credit risk due to the nature of the underlying business and its ability to maintain operations in the current economic environment.
Management is also monitoring the Fund’s continued access to capital resources through periodic and timely communication with the bank syndicate and the Company’s members. In addition, the Fund will take proactive steps to ensure and maintain an appropriate liquidity position based on its circumstances. The Fund believes its existing cash balance, scheduled monthly payments from borrowers, and access to capital from its debt facility and the Company’s members will be sufficient to satisfy its working capital needs, debt repayments, and other liquidity requirements associated with its existing operations.
Results of Operations - For the Three and Nine Months Ended September 30, 2024 and 2023
Analysis of Interest Income
Total investment income for the three months ended September 30, 2024 and 2023 was $6.2 million and $15.5 million, respectively. Total investment income for the nine months ended September 30, 2024 and 2023 was $27.3 million and $56.1 million, respectively. Investment income primarily consisted of interest on the venture loans outstanding and early payoff. The remaining income consisted of interest and dividends on the temporary investment of cash and other income from commitment fees and warrants.
Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants and new loans funded during the year.
Warrants and equity securities received in connection with loan transactions are considered to be free standing contracts that are both legally detachable and separately exercisable from the related loan transactions and are measured at fair value at the time of acquisition; the non-cash portion of interest income represents the accretion of the discount of these warrants over the life of the loan.
The following table shows the average outstanding balance, interest income, and weighted average interest rate for the cash and non-cash portion of interest income for the three months ended September 30, 2024 and 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended September 30, 2024 | For the Three Months Ended September 30, 2023 |
| Average Outstanding Balance | Interest Income | Weighted Average Interest Rate - Cash Portion | Weighted Average Interest Rate - Non-Cash Portion | Average Outstanding Balance | Interest Income | Weighted Average Interest Rate - Cash Portion | Weighted Average Interest Rate - Non-Cash Portion |
Performing Loans | $ | 149,048,739 | | $ | 6,041,895 | | 13.23% | 2.99% | $ | 339,741,032 | | $ | 15,108,218 | | 14.33% | 3.46% |
All Loans | $ | 188,580,692 | | $ | 6,070,788 | | 10.52% | 2.36% | $ | 378,505,850 | | $ | 15,211,971 | | 12.97% | 3.11% |
Interest income for both performing loans and all loans decreased by $9.1 million, or 60.0% and 60.1%, respectively, for the three months ended September 30, 2024 compared to the same period in 2023. The decrease is primarily due to a decrease in the loan investment portfolio. The average outstanding balance for performing loans and all loans decreased by $190.7 million and $189.9 million, or 56.1% and 50.2%, respectively, for the three months ended September 30, 2024 compared to the same period in 2023.
The following table shows the average outstanding balance, interest income, and weighted average interest rate for the cash and non-cash portion of interest income for the nine months ended September 30, 2024 and 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Nine Months Ended September 30, 2024 | For the Nine Months Ended September 30, 2023 |
| Average Outstanding Balance | Interest Income | Weighted Average Interest Rate - Cash Portion | Weighted Average Interest Rate - Non-Cash Portion | Average Outstanding Balance | Interest Income | Weighted Average Interest Rate - Cash Portion | Weighted Average Interest Rate - Non-Cash Portion |
Performing Loans | $ | 196,261,890 | | $ | 26,478,938 | | 14.54% | 3.45% | $ | 400,916,175 | | $ | 54,144,769 | | 14.44% | 3.56% |
All Loans | $ | 233,435,959 | | $ | 26,588,056 | | 12.29% | 2.90% | $ | 427,750,566 | | $ | 54,269,708 | | 13.58% | 3.34% |
Interest income for both performing loans and all loans decreased by $27.7 million, or 51.1% and 51.0%, respectively, for the nine months ended September 30, 2024 compared to the same period in 2023. The decrease is primarily due to decrease in the loan investment portfolio. The average outstanding balance for performing loans and all loans decreased by $204.7 million and $194.3 million, or 51.0% and 45.4%, respectively, for the nine months ended September 30, 2024 compared to the same period in 2023.
Analysis of Interest Expense
Interest expense was comprised of amounts related to interest on debt amounts drawn down, unused credit line fees, and amounts amortized from deferred fees incurred in conjunction with the debt facility.
The following table shows the average balance, interest expense, and weighted average interest rate for the three months ended September 30, 2024 and 2023.
| | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended September 30, 2024 | For the Three Months Ended September 30, 2023 |
| Average Balance | Interest Expense | Weighted Average Interest Expense Rate | Average Balance | Interest Expense | Weighted Average Interest Expense Rate |
Bank Facility | $ | 67,750,000 | | $ | 1,562,311 | | 9.22 | % | $ | 181,250,000 | | $ | 4,180,091 | | 9.23 | % |
Interest expense decreased by $2.6 million, or 62.6%, for the three months ended September 30, 2024 compared to the same period in 2023. The decrease is primarily due to the decrease in the borrowings under the debt facility. The average outstanding balance for borrowings under the facility decreased by $113.5 million, or 62.6%, for the three months ended September 30, 2024 compared to the same period in 2023.
The following table shows the average balance, interest expense, and weighted average interest rate for the nine months ended September 30, 2024 and 2023.
| | | | | | | | | | | | | | | | | | | | |
| For the Nine Months Ended September 30, 2024 | For the Nine Months Ended September 30, 2023 |
| Average Balance | Interest Expense | Weighted Average Interest Expense Rate | Average Balance | Interest Expense | Weighted Average Interest Expense Rate |
Bank Facility | $ | 95,850,000 | | $ | 6,477,729 | | 9.01 | % | $ | 211,900,000 | | $ | 13,429,987 | | 8.45 | % |
Interest expense decreased by $7.0 million, or 51.8%, for the nine months ended September 30, 2024 compared to the same period in 2023. The decrease is primarily due to the decrease in the borrowings under the debt facility. The average outstanding balance for borrowings under the facility decreased by $116.1 million, or 54.8%, for the nine months ended September 30, 2024 compared to the same period in 2023.
The Fund also uses derivative instruments to manage its exposure to interest rates on its borrowings under the debt facility. See the discussion herein under the caption “Quantitative and Qualitative Disclosures About Market Risk” for the approximate annualized effect of hypothetical interest rate changes in components of net assets resulting from operations.
Analysis of Operating Expense
The following table shows the components of operating expense for the three and nine months ended September 30, 2024 and 2023.
| | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, |
Operating Expense | 2024 | 2023 | Change ($) | 2024 | 2023 | Change ($) |
Management Fees | $ | 690,000 | | $ | 1,035,000 | | $ | (345,000) | | $ | 2,760,000 | | $ | 3,910,000 | | $ | (1,150,000) | |
Banking and professional fees | $ | 80,023 | | $ | 38,558 | | $ | 41,465 | | $ | 401,223 | | $ | 239,214 | | $ | 162,009 | |
Other operating expenses | $ | 75,798 | | $ | 55,084 | | $ | 20,714 | | $ | 303,374 | | $ | 150,080 | | $ | 153,294 | |
Total Operating Expense | $ | 845,821 | | $ | 1,128,642 | | $ | (282,821) | | $ | 3,464,597 | | $ | 4,299,294 | | $ | (834,697) | |
For the period from January 1, 2024 through June 30, 2024, Management Fees were calculated at 0.90% of the Company's committed capital and for the period from July 1, 2024 through September 30, 2024, Management Fees were calculated at 0.60%. For the period from January 1, 2023 through June 30, 2023, Management Fees were calculated at 1.25% of the Company's committed capital and for the period from July 1, 2023 through September 30, 2023, Management Fees were calculated at 0.90%.
Banking and professional fees did not materially increase during the three months ended September 30, 2024 compared to the same period in 2023. For the nine months ended September 30, 2024, compared to the same period in 2023, it increased by $0.2 million, or 67.7%. The increase in banking and professional fees were primarily due to higher legal fees associated with non-performing loans.
Other operating expenses did not materially increase during the three months ended September 30, 2024 compared to the same period in 2023. For the nine months ended September 30, 2024, compared to the same period in 2023, it increased by $0.2 million, or 102.1%. The increase is primarily due to annual conference expense incurred during the period ended September 30, 2024. Other expenses included director fees, custody fees, tax fees and other expenses related to the operations of the Fund.
Non-recurring fees
The Fund may receive non-recurring fees in connection with the origination and servicing of portfolio loans. Transactions in this category may include forfeited commitment fees and deferred income from warrants received that become recognized as other income after the loan commitment period expires. Other non-recurring fees include pre-payment fees which are recognized as other income in the period received. Legal fee reimbursements for deal due diligence and drafting of documents are recognized as offsets against legal expenses. Non-recurring fees for the three months ended September 30, 2024 and 2023 were less than $0.1 million. Non-recurring fees for the nine months ended September 30, 2024 and 2023 totaled $0.2 million and $1.0 million, respectively.
Net Investment Income
Net investment income for the three months ended September 30, 2024 and 2023 was $3.8 million and $10.2 million, respectively. Net investment income for the nine months ended September 30, 2024 and 2023 was $17.3 million and $38.4 million, respectively.
Realized and Change in Unrealized Gains (Losses)
Net realized loss from loans was $0.0 and $0.4 million for the three months ended September 30, 2024 and 2023, respectively. Net realized loss from loans was $4.5 million and $0.4 million for the nine months ended September 30, 2024 and 2023, respectively. Realized losses consisted of loans that were written off.
Net realized gain from derivative instruments was $0.5 million and $1.4 million for the three months ended September 30, 2024 and 2023, respectively. Net realized gain from derivative instruments was $2.4 million and $7.1 million for the nine months ended September 30, 2024 and 2023, respectively. Realized gains were the result of interest being received by the Fund on the derivative instruments when the cap rates of the interest rate collars were lower than the floating rate. Realized gains for the period ended September 30, 2023 also include proceeds from termination of collar contracts with Zion Bancorporation, N.A.
Net change in unrealized loss from loans was $2.2 million and $12.4 million for the three months ended September 30, 2024 and 2023, respectively. Net change in unrealized loss from loans was $9.3 million and $14.6 million for the nine months ended September 30, 2024 and 2023, respectively. The net change in unrealized loss from loans consisted of fair value adjustments taken against loans resulting from the improvement or deterioration in certain portfolio companies’ performance.
Net change in unrealized loss from derivative instruments was $0.8 million and $1.1 million for the three months ended September 30, 2024 and 2023, respectively. Net change in unrealized loss from derivative instruments was $2.1 million and $5.4 million for the nine months ended September 30, 2024 and 2023, respectively. The net change in unrealized loss from derivative instruments consisted of fair market value adjustments to the derivative instruments and is a reflection of the market’s outlook on the economy and the future of interest rate changes, as well as realization of prior unrealized gains and losses.
Net increase (decrease) in net assets resulting from operations for the three months ended September 30, 2024 and 2023 was $1.3 million and $(2.3) million, respectively. On a per share basis, the net increase (decrease) in net assets resulting from operations for the three months ended September 30, 2024 and 2023 was $12.86 and $(22.84), respectively.
Net increase in net assets resulting from operations for the nine months ended September 30, 2024 and 2023 was $3.9 million and $25.1 million, respectively. On a per share basis, the net increase in net assets resulting from operations for the nine months ended September 30, 2024 and 2023 was $38.90 and $250.56, respectively.
Liquidity and Capital Resources – September 30, 2024 and December 31, 2023
The Fund is owned entirely by the Company. The Company may make further contributions to the capital of the Fund to the extent of the Company’s members’ capital commitment to the Company and excess cash balances of the Company. As of both September 30, 2024 and December 31, 2023, the Company's subscriptions for capital in the amount of $460.0 million had been fully called and received. Total capital contributed to the Fund was $407.1 million as of September 30, 2024 and December 31, 2023. The Company has made $46.0 million in recallable distributions to its investors, as permitted under its operating agreement between the Company’s managing member and members of the Company.
The changes in cash for the nine months ended September 30, 2024 and 2023 were as follows:
| | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, 2024 | | For the Nine Months Ended September 30, 2023 |
Net cash provided by operating activities | | $ | 124,621,029 | | | $ | 166,243,083 | |
Net cash used in financing activities | | (133,158,144) | | | (157,856,439) | |
Net increase (decrease) in cash and cash equivalents | | $ | (8,537,115) | | | $ | 8,386,644 | |
As of September 30, 2024 and December 31, 2023, 9.78% and 11.40%, respectively, of the Fund’s net assets consisted of cash and cash equivalents.
The Fund is a party to a loan and security agreement (as amended and restated from time to time) with MUFG Union Bank Ltd. acting as the administrative agent and other lenders named therein, that established a secured revolving credit facility with a commitment size of $79.5 million as of September 30, 2024.
Borrowings by the Fund are collateralized by all the assets of the Fund and the Manager's right to receive management fees from the Fund. In the event of default, the Manager's right to receive management fees from the Fund is subordinate to the liens of the lenders. Loans under the facility may be, at the option of the Fund, a Reference Rate Loan, a SOFR Rate Loan (calculated at Daily Simple SOFR or another applicable Term SOFR Reference Rate). The Fund pays interest on its borrowings and also pays a fee on the unused portion of the facility. The facility terminates on March 31, 2026, but can be accelerated in the event of default, such as the failure by the Fund to make timely interest or principal payments. As of September 30, 2024, $58.0 million was outstanding under the facility.
For the nine months ended September 30, 2024 and since the start of its investment operation in May 2018, the Fund invested its assets in venture loans. Amounts disbursed under the Fund’s loan commitments were $0.5 million for the nine months ended September 30, 2024. Net loan amounts outstanding after amortization and valuation adjustments decreased by $128.3 million for the same period.
| | | | | | | | | | | | |
As of | Cumulative Amount Disbursed | Principal Reductions and Fair Market Adjustments | Balance Outstanding - Fair Value | |
September 30, 2024 | $1,088.5 million | $914.0 million | $174.5 million | |
December 31, 2023 | $1,088.0 million | $785.3 million | $302.8 million | |
Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid. It is Management’s experience that not all unexpired unfunded commitments will be used by borrowers. Many credit agreements contain provisions that are milestone dependent and not all borrowers will achieve these milestones. Additionally, the Fund’s credit agreements contain provisions that give relief from funding obligations in the event the borrower has a materially adverse change in its financial condition. Therefore, the unexpired unfunded commitments do not necessarily reflect future cash requirements or future investments for the Fund.
The Fund seeks to maintain the requirements to qualify for the special pass-through status available to RICs under the Code, and thus to be relieved of federal income tax on that part of its net investment income and realized capital gains that it distributes to its shareholder. To qualify as a RIC, the Fund must distribute to its shareholder for each taxable year at least 90% of its investment company taxable income (consisting generally of net investment income and net short-term capital gain) (the “Distribution Requirement”). To the extent that the terms of the Fund’s venture loans provide for the receipt by the Fund of additional interest at the end of the loan term or provide for the receipt by the Fund of a purchase price for the asset at the end of the loan term (“residual income”), the Fund would be required to accrue such residual income over the life of the loan, and to include such accrued undistributed income in its gross income for each taxable year even if it receives no portion of such residual income in that year. Thus, in order to meet the Distribution Requirement and avoid payment of income taxes or an excise tax on undistributed income, the Fund may be required in a particular year to distribute as a dividend an amount in excess of the total amount of income it actually receives. Those distributions will be made from the Fund’s cash assets, from amounts received through amortization of loans or from borrowed funds.
As of September 30, 2024, the Fund had a cash balance of $13.0 million and approximately $92.0 million in scheduled loan receivable payments over the next twelve months. Additionally, the Fund has access to recallable capital of $46.0 million as a liquidity source, as well as access to capital from the Fund's debt facility as needed. These amounts are sufficient to meet operational expenses of the Fund over the next year.
On April 24, 2019, the Fund’s sole shareholder, the Company, approved a reduced asset coverage ratio of 150% for the Fund as permitted in Section 61(a)(2) of the 1940 Act. Accordingly, the Fund is permitted to borrow in any amount so long as its asset coverage ratio, as defined in the 1940 Act, is at least 150% after giving effect to such borrowings. As of September 30, 2024, the Fund’s asset coverage ratio was 327%.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Fund’s business activities contain various elements of risk, of which Management considers interest rate and credit risk to be the principal types of risks. Because the Fund considers the management of risk essential to conducting its business and to maintaining profitability, the Fund’s risk management procedures are designed to identify and analyze the Fund’s risks, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs.
The Fund manages its market risk by maintaining a portfolio that is diverse by industry, size of investment, stage of development, and borrower. The Fund has limited exposure to public market price fluctuations as the Fund primarily invests in private business enterprises and distributes all equity investments upon receipt to the Company.
The Fund’s investments are subject to market risk based on several factors, including, but not limited to, the borrower’s credit history, available cash, support of the borrower’s underlying investors, available liquidity, “burn rate,” revenue income, security interest, secondary markets for collateral, the size of the loan, term of the loan and the ability to exit via initial public offering or merger and acquisition.
The Fund’s exposure to interest rate sensitivity is regularly monitored and analyzed by measuring the characteristics of assets and liabilities. The Fund utilizes various methods to assess interest rate risk in terms of the potential effect on interest income net of interest expense, the value of net assets and the value at risk in an effort to ensure that the Fund is insulated from any significant adverse effects from changes in interest rates. As of September 30, 2024, the outstanding debt balance was $58.0 million at a floating interest rate based on a Daily Simple SOFR Rate of 4.83%, for which the Fund had derivative instruments in place with a ceiling of 1.36% on $50.0 million with an interest rate collar, leaving the Fund with exposure to interest rate changes on the un-hedged portion of the loan.
Because all of the Fund’s loans impose a fixed interest rate upon funding, changes in short-term interest rates will not directly affect interest income associated with the loan portfolio as of September 30, 2024. However, changes in short-term interest rates could also affect interest rate expense, realized gain from investments and interest on the Fund’s short-term investments.
Based on the Fund’s Condensed Statements of Assets and Liabilities as of September 30, 2024, the following table shows the approximate annualized increase (decrease) in components of net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes in investments, borrowings, cash balances and derivative instruments.
| | | | | | | | | | | | | | |
Effect of Interest Rate Change By | Increase (Decrease) Other Income | Gain (Loss) from Interest Rate Collar | (Increase) Decrease Interest Expense | Increase (Decrease) in Total Income |
(2.00)% | $ | (259,606) | | $ | (1,000,000) | | $ | 1,160,000 | | $ | (99,606) | |
(1.00)% | $ | (129,803) | | $ | (500,000) | | $ | 580,000 | | $ | (49,803) | |
(0.50)% | $ | (64,901) | | $ | (250,000) | | $ | 290,000 | | $ | (24,901) | |
0.50% | $ | 64,901 | | $ | 250,000 | | $ | (290,000) | | $ | 24,901 | |
1.00% | $ | 129,803 | | $ | 500,000 | | $ | (580,000) | | $ | 49,803 | |
2.00% | $ | 259,606 | | $ | 1,000,000 | | $ | (1,160,000) | | $ | 99,606 | |
Additionally, a change in the interest rate may affect the fair value of the derivative instruments and affect net change in unrealized gain or loss from derivative instruments. The amount of any such effect will be contingent upon market expectations for future interest rate changes. Any increases in expected future rates will increase the fair value of the derivative instruments while any rate decreases will decrease the fair value.
Although Management believes that the foregoing analysis is indicative of the Fund’s sensitivity to interest rate changes, it does not take into consideration potential changes in the credit market, credit quality, size and composition of the assets in the portfolio. It also does not assume any new fundings to borrowers, repayments from borrowers or defaults on borrowings. Accordingly, no assurances can be given that actual results would not differ materially from the table above.
Because the Fund currently borrows, its net investment income is highly dependent upon the difference between the rate at which it borrows and the rate at which it invests the amounts borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on the Fund’s investment activities and net investment income. The Fund’s exposure to movement in short-term interest rates stems from the Fund borrowing at a floating interest rate but then making loans with a fixed rate at the time the loans are extended. The Fund, therefore, attempts to limit its interest rate risk by acquiring derivative instruments to hedge its interest rate exposure.
The Fund is not sensitive to changes in foreign currency exchange rates, commodity prices and other market rates or prices.
Item 4. Controls and Procedures
Disclosure Controls and Procedures:
At the end of the period covered by this report, the Fund carried out an evaluation under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Fund’s disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934 (“Exchange Act”). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Fund’s disclosure controls and procedures were effective as of the end of the period in ensuring that information required to be disclosed was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and in providing reasonable assurance that information required to be disclosed by the Fund in such reports is accumulated and communicated to the Fund’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Controls:
There have not been any changes in the Fund’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the Fund’s fiscal quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
The Fund may become party to certain lawsuits from time to time in the normal course of business. While the outcome of any legal proceedings cannot now be predicted with certainty, the Fund does not expect any such proceedings will have a material effect upon the Fund’s financial condition or results of operation. Management is not aware of any pending legal proceedings involving the Fund. The Fund is not a party to any material legal proceedings.
Item 1A. Risk Factors
There have been no material changes to the risk factors reported in the Fund’s 2023 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the fiscal quarter ended September 30, 2024, no director or officer of the Fund adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408 of Regulation S-K).
Item 6. Exhibits
| | | | | |
Exhibit | Exhibit Title |
| |
3.1 | |
| |
3.2 | |
| |
4.1 | |
| |
10.1 | |
| |
31.1 | |
| |
31.2 | |
| |
32.1 | |
| |
32.2 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VENTURE LENDING & LEASING IX, INC.
(Registrant)
| | | | | | | | | | | | | | | | | |
By: | /s/David R. Wanek | By: | /s/Jared S. Thear |
| David R. Wanek | | Jared S. Thear |
| President and Chief Executive Officer | | Chief Financial Officer |
| (Principal Executive Officer) | | (Principal Financial Officer) |
| Date: | November 13, 2024 | | Date: | November 13, 2024 |