The information in this prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where an
offer or sale is not permitted.
PROSPECTUS
SUBJECT TO COMPLETION DATED APRIL 5, 2019
$500,000,000
Common Stock
Preferred Stock
Warrants
Subscription Rights
Debt Securities
TriplePoint
Venture Growth BDC Corp. is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the 1940
Act). We have elected to be treated, and intend to qualify annually, as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. We serve as the primary
financing source for the venture growth stage business segment of TriplePoint Capital LLCs investment platform. We refer to TriplePoint Capital LLC as TPC or TriplePoint Capital. Our investment objective is to
maximize our total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation by primarily lending with warrant investments to venture growth stage companies focused in technology, life sciences and
other high growth industries that are backed by TPCs select group of leading venture capital investors.
Our investment
activities are managed by TriplePoint Advisers LLC, or our Adviser, which is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and is a subsidiary of TPC.
We may offer, from time to time, in one or more offerings or series, up to $500,000,000 of our common stock, preferred stock, debt
securities, subscription rights to purchase shares of our common stock, and warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, which we refer to, collectively, as the securities. The
preferred stock, debt securities, subscription rights and warrants offered hereby may be convertible or exchangeable into shares our common stock. The securities may be offered at prices and on terms to be described in one or more supplements to
this prospectus.
In the event we offer common stock, the net proceeds we receive on a per share basis, before offering
expenses, will generally not be less than the net asset value per share of our common stock at the time we make the offering. However, we may receive net proceeds on a per share basis, before offering expenses, that are less than our net asset value
per share (i) in connection with a rights offering to our existing stockholders, (ii) with the prior approval of the majority (as defined in the 1940 Act) of our common stockholders or (iii) under such other circumstances as the
Securities and Exchange Commission, or the SEC, may permit.
The securities may be offered directly to one or more
purchasers, including existing stockholders in a rights offering, or through agents designated from time to time by us, or to or through underwriters or dealers. Each prospectus supplement relating to an offering will identify any agents or
underwriters involved in the sale of the securities, and will disclose any applicable purchase price, fee, discount or commissions arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount
may be calculated. See Plan of Distribution.
Our common stock is traded on the New York Stock Exchange
(NYSE) under the symbol TPVG. The reported closing price for our common stock on April 4, 2019 was $13.77 per share. Our 5.75% Notes due 2022 (the 2022 Notes) are currently listed on the NYSE under the
symbol TPVY. The reported closing price for the 2022 Notes on April 4, 2019 was $25.24 per unit.
Shares
of closed-end investment companies, including business development companies, frequently trade at a discount to their net asset value. If our shares trade at a discount to our net asset value, it will likely increase the risk of loss for purchasers
in an offering made pursuant to this prospectus or any related prospectus supplement.
We are an emerging growth
company under the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. We expect to remain an emerging growth company until the last day of our fiscal year following the fifth anniversary of the date of our
initial public offering, or December 31, 2019. For so long as we remain an emerging growth company under the JOBS Act, we will be subject to reduced public company reporting requirements.
Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties, including the
risk of leverage and dilution, described in the section titled Risk Factors included in, or incorporated by reference into, the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in
connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus before investing in our securities.
This prospectus describes some of the general terms that may apply to an offering of our securities. We will provide the specific terms
of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free
writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, and any related free writing prospectus, and the documents incorporated by
reference, before buying any of the securities being offered. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission. The SEC also maintains a website at
http://www.sec.gov that contains such information. This information is also available free of charge by contacting us at 2755 Sand Hill Road, Suite 150, Menlo Park, California 94025, Attention: Investor Relations, or by calling us collect
at (650) 854-2090 or on our website at http://www.tpvg.com. Information contained on our website is not incorporated by reference into this prospectus or any supplement to this prospectus and you should not consider that information to be part
of this prospectus or any supplement hereto.
Neither the SEC nor any state securities commission has approved or
disapproved of these shares or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.
The date of this prospectus is , 2019